US Corporate Distress Financial Stress SEC Filings — May 01, 2026

01-05-2026

McCormick & Company, Incorporated entered into a $2,000,000,000 term loan agreement dated April 28, 2026, with Citibank, N.A. as Administrative Agent, Goldman Sachs Bank USA and Morgan Stanley Senior Funding, Inc. as Co-Syndication Agents, and other lenders including Bank of America, N.A., Truist Bank, Wells Fargo Bank, National Association, BNP Paribas, Mizuho Bank, Ltd., and U.S. Bank National Association as Co-Documentation Agents, to finance a portion of the cash consideration for the Apollo Acquisition and related transaction costs. The Apollo Acquisition involves the foods division of Unilever PLC (excluding assets in India and certain other excluded businesses) pursuant to the Apollo Acquisition Agreement and Apollo Separation Agreement, both dated March 31, 2026. No operational or financial performance metrics are disclosed in the filing.

• ·Agreement filed as Exhibit 2.1 in 8-K on May 01, 2026, covering Items 1.01 (Entry into Material Definitive Agreement), 2.03 (Creation of Direct Financial Obligation), 8.01 (Other Events), and 9.01 (Financial Statements and Exhibits).
• ·Applicable Rate for Term SOFR Loans ranges from 75.0 b.p. (Pricing Level 1: ≥ A/A2) to 150.0 b.p. (Pricing Level 6: ≤ BB+/Ba1), based on S&P/Moody’s Debt Ratings.
• ·Arrangers: Citibank, N.A., Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., and BofA Securities, Inc.

01-05-2026

iQSTEL Inc. entered into an Equity Purchase Agreement and Registration Rights Agreement with M2B Funding Corp. on April 30, 2026, enabling the company to sell up to $50,000,000 of common stock at 94% of the lowest VWAP over six trading days, subject to volume caps, a $500,000 daily maximum, and a 19.99% exchange cap. As commitment consideration, iQSTEL will issue $1,000,000 in Commitment Shares (half initially, half after 12 months), with initial shares issued as unregistered securities. The commitment period lasts up to 60 months from SEC effectiveness of the registration statement, with proceeds for general corporate purposes.

• ·Registration Rights Agreement requires S-1 filing within 90 days of April 30, 2026, and SEC effectiveness within 180 days.
• ·Commitment Period ends on the earlier of full $50M purchased, 60 months after effectiveness, Company termination (with fee), or Investor termination.
• ·Initial Commitment Shares issued April 30, 2026, in reliance on Section 4(a)(2) and/or Rule 506(b) of Regulation D.
• ·No material relationship between iQSTEL and Investor prior to agreements.

01-05-2026

Herbalife Ltd. completed a $1.45 billion senior secured refinancing, issuing $800 million aggregate principal 7.750% senior secured notes due May 2033 and amending its credit facility to a $225 million Term Loan A and $425 million revolving credit facility, both maturing April 2031. The proceeds repaid the $365 million outstanding 2024 Term Loan B and fully redeemed the $800 million 12.250% senior secured notes due 2029 at 106.125% of principal, with no early termination penalties other than the call premium. The transaction is expected to generate approximately $45 million in annual cash interest savings, extend debt maturities, and enhance financial flexibility amid market volatility.

• ·2033 Secured Notes issued at 100.00% of par, non-callable for three years, interest paid semi-annually commencing November 1, 2026.
• ·2026 Term Loan A issued at 100.0% of par, quarterly payments of 5.0% of principal per annum commencing September 30, 2026 quarter.
• ·2026 Credit Facility interest: SOFR plus 2.50% to 3.25% based on total leverage ratio.
• ·Notes and credit facility guaranteed by Company and certain subsidiaries.

01-05-2026

National Healthcare Properties, Inc. closed a registered public offering of 38,500,000 shares of Class A common stock on April 23, 2026, with underwriters exercising their overallotment option for an additional 5,775,000 shares on April 28, 2026. In connection with the offering, the company entered into an Amended and Restated Agreement of Limited Partnership for its Operating Partnership on April 30, 2026, making changes including unit conversions, new LTIP Units, and redemption rights. The board also granted equity awards totaling 995,994 shares of common stock and LTIP Units to employees including named executive officers, and authorized 12,500 restricted shares/LTIP Units per director, vesting 25% annually starting April 30, 2027.

• ·Amended and Restated OP Agreement removes references to special limited partnership interest of Healthcare Trust Special Limited Partnership, LLC, converts Class B Units to OP Units, resets exchange factor to 1.0, and incorporates other conforming changes.
• ·Equity awards vest in 25% annual increments commencing on the first anniversary of April 30, 2026, subject to continuous service.
• ·A&R OP Agreement to be filed as exhibit to Form 10-Q for quarter ended March 31, 2026.

01-05-2026

Diameter Credit Company Holdings LLC, a subsidiary of Diameter Credit Company, entered into Amendment No. 5 to its Secured Credit Facility on April 24, 2026, reducing the maximum facility amount from $650 million to $500 million (-23.1%) and the accordion provision from $800 million to $600 million (-25%). However, the amendment extends the reinvestment period from January 10, 2027, to January 10, 2029, and the scheduled maturity date from January 10, 2029, to January 10, 2031, providing longer-term liquidity. This mixed adjustment reflects a downsizing of borrowing capacity but improved tenor.

• ·Original Secured Credit Facility dated January 10, 2024
• ·Previous amendments: No. 1 (May 22, 2024), No. 2 (January 14, 2025), No. 3 (August 1, 2025), No. 4 (December 12, 2025)
• ·Company is an emerging growth company

01-05-2026

On April 29, 2026, the Board of Directors of Spire Inc. approved and intends to enter into an updated form of Indemnification Agreement with each of its directors and officers. The agreement indemnifies them to the fullest extent permitted by Missouri law against liabilities and expenses from service to the Company, provides for advancement of legal fees subject to conditions, and ensures continued D&O insurance coverage. The full text is filed as Exhibit 10.1.

01-05-2026

Esperion Therapeutics (ESPR) has entered a definitive agreement to be acquired by funds managed by ARCHIMED for $3.16 per share in cash, representing a 58% premium to the April 30, 2026 closing price, plus non-tradeable CVRs entitling shareholders to up to $100 million in aggregate contingent milestone payments tied to future U.S. net sales of bempedoic acid products and ENBUMYST, for a total equity value of up to approximately $1.1 billion. The transaction is expected to close in Q3 2026, subject to shareholder and regulatory approvals, after which Esperion will become privately held and delist from Nasdaq. While providing immediate upfront value, the CVR payments are contingent on achieving specific sales thresholds ($350M for bempedoic acid in 2027 and $160M for ENBUMYST in any year through 2030), which may not materialize due to outlined risks.

• ·Debt financing provided by investment funds managed by Pharmakon Advisors, LP; transaction not subject to financing condition.
• ·Esperion Q1 2026 conference call cancelled; 10-Q filing planned for May 7, 2026.
• ·Board unanimously approved and recommends shareholder approval.
• ·Esperion to operate independently until closing.

01-05-2026

Sterling Multifamily Trust's Board adopted an Amended and Restated Share Redemption Plan, allowing redemption of up to an aggregate $100,000,000 in Shares and/or Units for cash on a quarterly pro rata basis, subject to conditions like a one-year holding period (waived for reinvested dividends, death, or 401(k) holdings). The redemption price is set at $24.22 per Share/Unit as of January 1, 2026, with purchases at the Board's discretion until a liquidity event occurs. The plan excludes the Advisor (Sterling Management, LLC) and may be terminated, amended, or suspended by the Board with notice.

• ·Redemption requests must be received by the last day of the second month of each calendar quarter.
• ·One-year holding period required, waived for Shares purchased with reinvested dividends, redeemed due to stockholder death, or held in 401(k) accounts.
• ·Redemption price determined annually by the Board prior to January 1.
• ·Plan terminates if Shares are listed on a national exchange, quoted on inter-dealer systems, or in pink sheets.
• ·Routine transaction freezes occur four weeks before quarterly dividend dates (1/15, 4/15, 7/15, 10/15) and one week before SEC filing dates (3/11, 4/22, 5/6, 8/5, 11/4).

01-05-2026

Onfolio Holdings Inc. regained compliance with Nasdaq Listing Rule 5550(a)(2) after its common stock maintained a closing bid price of at least $1.00 per share for 10 consecutive business days from April 16 to April 29, 2026, resolving a prior non-compliance notice received on January 6, 2026. The company issued a press release on May 1, 2026, announcing this development. No other financial or operational metrics were reported.

• ·Non-compliance notice dated January 6, 2026, for failure to maintain $1.00 minimum bid price over 30 consecutive business days
• ·Compliance period: April 16, 2026 to April 29, 2026 (10 consecutive business days)
• ·Date of earliest event reported: April 30, 2026
• ·Filing date: May 1, 2026

01-05-2026

Greenidge Generation Holdings Inc. is no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), requiring an Audit Committee of at least three independent directors, following Kenneth Fearn's resignation from the Board and Audit Committee effective April 15, 2026. Nasdaq confirmed the non-compliance via notice on April 29, 2026, but granted a cure period until the earlier of the next annual stockholders' meeting or April 15, 2027 (or October 12, 2026 if the meeting precedes that date). The Company plans to appoint a new independent director and regain compliance within the period; the notice has no immediate impact on trading of Class A common stock (GREE) or 8.50% Senior Notes due 2026 (GREEL).

• ·Company notified Nasdaq of non-compliance on April 23, 2026.
• ·Emerging growth company status: Yes.

01-05-2026

PDS Biotechnology Corporation entered into a Securities Purchase Agreement on April 30, 2026, with YA II PN, LTD. to issue a $6M promissory note (purchased for $5.76M) and a warrant for 2,158,274 shares at $1.1824 per share, expected to close around June 12, 2026, providing bridge financing amid restrictions on new debt and variable transactions. Concurrently, the company elected to prepay and terminate its prior Senior Secured Convertible Debentures issued in April 2025 to JGB Collateral LLC. The deal includes a concurrent at-the-market Sales Agreement with Yorkville Securities, LLC, but carries dilution risks from conversions/exercises capped at 4.99%/19.99% ownership without shareholder approval.

• ·Promissory Note maturity: 12 months from Closing Date (~June 2026), interest payable monthly from 60 days post-closing.
• ·Warrant exercisable starting 6 months after Closing Date for 5 years.
• ·Registration Rights Agreement requires filing within 30 days post-closing.
• ·Sales Agreement uses existing S-3 effective April 28, 2026; proceeds applied to Note amortization.
• ·Note convertible at discount to VWAP/closing price (floor at 20% of Nasdaq Minimum Price), subject to ownership limits.

01-05-2026

Senti Holdings, Inc., Senti Biosciences, Inc., and Senti Biosciences Holdings, Inc. entered into a Securities Purchase Agreement dated April 27, 2026, with investors to issue Notes under exemptions from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(b) of Regulation D. The agreement facilitates a Holding Company Reorganization, with standard representations confirming no material changes in capitalization since the 10-K for the year ended December 31, 2025 (except as scheduled), full authorization for issuance, and reservation of Issuer Common Stock equaling or exceeding 150% of maximum Exchange Shares issuable under the Notes. Transaction documents include Security Documents, Guarantees, Registration Rights Agreement, and Voting Agreements, with no reported conflicts or preemptive rights violations.

• ·Agreement exempt from registration under Section 4(a)(2) of the Securities Act or Rule 506(b) of Regulation D
• ·Issuer defined as Senti Biosciences, Inc. pre-reorganization and Senti Biosciences Holdings, Inc. post-reorganization
• ·Capitalization disclosures accurate as of Form 10-K for year ended December 31, 2025, with no changes except as in Schedule 3(b)(i)
• ·Transaction requires Stockholder Approval and SEC filings including Registration Statements and Form D

01-05-2026

NextNRG, Inc. entered into a $1,000,000 commercial loan agreement with Venture Debt. LLC, receiving $930,000 after a $70,000 origination fee deduction, with total repayment of $1,450,000 via 24 weekly payments of $60,416.67, implying a high 203.17% APR and $520,000 total cost of capital. While providing immediate funding, the expensive terms highlight potential cash flow pressures, with no prepayment penalty but partial prepayments not reducing interest.

• ·Maturity Date: October 13, 2026
• ·Loan effective around April 27, 2026
• ·Prepayment: No new fees, 25% interest reduction on full prepayment (75% still due)
• ·Other fees include Underwriting Fee $10,000, Processing Fee $60,000, Default Fee 25%, Stacking Fee $145,000
• ·Business address: 407 Lincoln Rd, 9F, Miami Beach, FL 33139
• ·Tax ID: 834260623

01-05-2026

On April 28, 2026, Dror Ortho-Design, Inc. closed a private placement via a Securities Purchase Agreement, selling debentures with an aggregate principal amount of $275,000 due June 28, 2026, providing short-term non-interest-bearing capital. The debentures are convertible into common stock at the public offering price if a public offering occurs prior to maturity, and warrants to purchase common stock may be issued subject to public offering conditions. While this bolsters immediate liquidity, it introduces potential shareholder dilution from conversions and warrant exercises, with beneficial ownership limited to 4.99% (adjustable to 9.99%).

• ·Debentures issued under Section 4(a)(2) and Rule 506 of Regulation D exemption.
• ·Maturity extendable by holder in 60-day increments upon notice.
• ·Warrants, if issued, exercisable immediately at public offering price and expire five years from issuance.
• ·Principal address: Shatner Street 3, Jerusalem, Israel.
• ·Exhibits filed: 4.1 (Debenture), 4.2 (Warrant), 10.1 (Purchase Agreement).

01-05-2026

Netcapital Inc. entered into a Securities Purchase Agreement dated April 24, 2026, with Vanquish Funding Group Inc. to issue and sell a bridge note with an aggregate principal amount of $92,800, including $12,800 of Original Issue Discount, in reliance on exemptions from securities registration. The closing occurred on or about April 24, 2026, with the buyer paying the purchase price via wire transfer against delivery of the note. The company has 900,000,000 authorized shares of Common Stock, with 7,847,899 shares issued and outstanding as of the agreement date.

• ·Buyer is an accredited investor purchasing for investment purposes, not resale.
• ·Securities offered under exemptions from 1933 Act registration; may bear restrictive legends.
• ·No material adverse changes since January 31, 2026, per company representations.

01-05-2026

Atara Biotherapeutics, Inc. received a Nasdaq notice on April 30, 2026, for failing to meet the $50 million minimum market value of listed securities (MVLS) requirement under Nasdaq Listing Rule 5450(b)(2)(A), based on the prior 30 consecutive business days. The company has 180 calendar days until October 27, 2026, to regain compliance by achieving $50 million MVLS for at least 10 consecutive business days, with no immediate impact on trading of its common stock (ATRA) on the Nasdaq Global Select Market. However, there is no assurance of regaining compliance, and failure could lead to delisting, though an appeal option exists.

• ·Compliance can be regained if MVLS closes at $50M or more for 10 consecutive business days before October 27, 2026; Nasdaq may require up to 20 days.
• ·Company may evaluate transfer to Nasdaq Capital Market or other options to regain compliance.
• ·In case of non-compliance by Compliance Date, Nasdaq will notify of delisting, with option to appeal to a Hearings Panel.

01-05-2026

Empire Petroleum Corporation entered into a Sales Agreement with Roth Capital Partners, LLC on May 1, 2026, enabling at-the-market offerings of common stock with an aggregate offering price of up to $30,000,000 at prevailing market prices. The Agent receives a 3.0% commission on gross proceeds and reimbursement of expenses, providing the Company flexible capital-raising capacity. However, any sales would dilute existing shareholders, with no obligation to sell shares.

• ·Sales Agreement uses shelf registration statement on Form S-3 (File No. 333-274327), effective September 22, 2023.
• ·Agreement includes customary indemnification provisions and may be terminated by either party.
• ·Common stock trades on NYSE American under symbol EP.

01-05-2026

Beam Global received notice on April 27, 2026, from landlord PNN Holdings, LP, terminating the lease for its San Diego headquarters at 5660 Eastgate Drive, effective July 26, 2026, ahead of the scheduled September 30, 2026 expiration. The termination carries no material early penalties or ongoing obligations, and the company expects no adverse impact on operations while assessing new headquarters options. Beam Global operates additional factories in Chicago, Illinois; Belgrade and Kraljevo, Serbia; and a sales office in Abu Dhabi, UAE.

• ·Lease extension date: January 26, 2026
• ·Original lease expiration: September 30, 2026
• ·Headquarters address: 5660 Eastgate Drive, San Diego, CA 92121

01-05-2026

Curis, Inc. received a Delist Determination Letter from Nasdaq on April 27, 2026, notifying that its common stock (CRIS) bid price closed below the $1.00 minimum per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2). Securities are scheduled for suspension and delisting from Nasdaq Capital Market at market open on May 6, 2026, unless the Company appeals by May 4, 2026, which it intends to do to stay the process. No assurance of success in appeal or continued listing.

• ·Company under Discretionary Panel Monitor since February 3, 2026, per Listing Rule 5815(d)(4)(A); new deficiency triggers direct delist determination without cure period.
• ·If appealed, hearing with initial or new Nasdaq Hearings Panel per Listing Rule 5815(d)(4)(C).

01-05-2026

On May 1, 2026, FibroBiologics, Inc. entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC, enabling the issuance and sale of common stock with an aggregate offering price of up to $6,150,000 from time to time. Net proceeds, if any, will support working capital and general corporate purposes, with the sales agent earning a 3.0% commission on gross proceeds. No sales are obligated, and the offering relies on an existing shelf registration statement on Form S-3 (No. 333-284663), effective February 10, 2025.

• ·Sales Agreement filed as Exhibit 1.1.
• ·Opinion and consent of Sichenzia Ross Ference Carmel LLP filed as Exhibits 5.1 and 23.1.
• ·Shelf registration on Form S-3 (No. 333-284663) filed February 3, 2025, effective February 10, 2025.
• ·Offering methods comply with Rule 415 under Securities Act; sales agent uses commercially reasonable efforts per Nasdaq rules.

01-05-2026

Origin Materials' Board approved a Plan of Complete Liquidation and Dissolution, subject to stockholder approval, and implemented a 59% workforce reduction to cut annual operating expenses by $14.0 million while anticipating $2.1 million in restructuring charges mainly for severance by end of Q2 2026. John Bissell stepped down as CEO effective May 1, 2026, with Matt Plavan appointed Interim CEO. No operational improvements or growth metrics were reported, highlighting the wind-down focus.

• ·John Bissell entitled to four months base salary plus COBRA benefits as severance.
• ·Matt Plavan and Joshua Lee receive 25% base salary increase and retention bonuses paid 20% monthly over four months.
• ·Special stockholder meeting to approve Plan of Dissolution with proxy materials to be filed soon.

01-05-2026

EQT Infrastructure Company LLC filed an 8-K announcing its Second Amended and Restated Limited Liability Company Agreement dated April 30, 2026, which amends and restates the prior agreement from January 30, 2026. The agreement confirms EQT Holdings AB as the Initial Member and sole Class Q Member holding 40 Original Class Q Shares issued for a $1,000 capital contribution, with EQT Partners Inc. appointed as Manager. No financial performance metrics or period-over-period changes are reported in the filing.

• ·Company formation date: June 20, 2024
• ·Prior Amended and Restated LLC Agreement: January 30, 2026
• ·8-K Filing Date: May 01, 2026
• ·SEC 8-K Items: 1.01, 5.03, 5.07, 8.01, 9.01

01-05-2026

FirstCash Holdings, Inc. closed a private offering of $750,000,000 aggregate principal amount of 6.125% senior notes due 2034, issued by its wholly-owned subsidiary FirstCash, Inc. and guaranteed by the Company and certain domestic subsidiaries. The notes were sold in reliance on Rule 144A and Regulation S to initial purchasers represented by Jefferies LLC, pursuant to an indenture with BOKF, NA as trustee. Interest accrues from May 1, 2026, payable semi-annually starting November 1, 2026, with maturity on May 1, 2034, and includes standard redemption options and covenants.

• ·Issuer may redeem up to 40% of Notes on or prior to May 1, 2029, with proceeds of certain equity offerings.
• ·Redemption prior to May 1, 2029, at 100% principal plus make-whole premium; on or after May 1, 2029, at specified prices.
• ·Indenture covenants limit additional indebtedness, dividends, stock repurchases, investments, liens, asset sales, mergers, and affiliate transactions.
• ·Required offer to repurchase Notes upon certain asset sales or change of control.

01-05-2026

Marpai, Inc. entered into an Amendment Agreement on April 29, 2026, with its Chief Executive Officer Damien Lamendola, extending the maturity dates of two existing promissory notes with principal amounts of $410,000 and $250,000 (totaling $660,000) from April 11, 2026, and May 10, 2026, respectively, to September 1, 2026. Both notes continue to carry a 12% per annum interest rate, with all other terms unchanged. This amendment avoids near-term repayment but highlights ongoing liquidity management needs.

• ·Notes originally issued on February 12/13, 2026, and March 9, 2026.
• ·Amendment governed by New York law.

01-05-2026

Borealis Foods Inc. and certain subsidiaries, acting as guarantors, entered into a Credit Agreement dated April 27, 2026, with Oxus Capital Pte Ltd. as lender, providing a Term Loan facility. Borrowers include Palmetto Gourmet Foods, Inc., PGF Real Estate I, Inc., and PGF Real Estate II, Inc., with an applicable interest rate of 12% per annum. No specific loan principal amount or maturity details are provided in the excerpt.

• ·Filing Date: May 01, 2026
• ·Closing Date: April 27, 2026
• ·Change of Control threshold: 50% of voting power
• ·Security includes Collateral such as Inventory, Equipment, and Mortgaged Real Property

01-05-2026

Marchex, Inc. entered into a sublease agreement with RentSpree, Inc. for 12,300 square feet of office space at 1200 5th Avenue, Suite 1300, Seattle, generating approximately $337,000 in total fixed rent over the term from May 1, 2026, to September 28, 2027. However, the company will record a noncash impairment charge of approximately $203,000 on its right-of-use asset related to the underlying space, to be reflected in its consolidated statement of operations for the quarter ending March 31, 2026.

• ·Initial rent rate of $19.25 per square foot, increasing to $19.50 per square foot after 12 months.
• ·Sublease effective date: April 29, 2026.
• ·Impairment charge final amount may differ as analysis completes.

01-05-2026

On April 27, 2026, CERO Therapeutics Holdings, Inc. issued and sold a convertible promissory note to Keystone Capital Partners, LLC for a purchase price of $400,000 with a principal face value of $500,000, bearing 10% per annum interest and maturing on April 27, 2027. The note allows additional borrowings up to a $1,000,000 aggregate principal and is convertible into common stock at the lesser of $0.05 or 80% of the average of the five lowest intraday trading prices over the prior 20 trading days, subject to a 4.99% beneficial ownership limit. The issuance relied on exemptions under Section 4(a)(2) and Rule 506(b) of the Securities Act.

• ·Note form incorporated by reference from February 13, 2026 8-K filing.
• ·Company must file S-1 or S-3 registration statement for resale of conversion shares.
• ·Conversion price subject to adjustments and mutual agreement modifications.

01-05-2026

Lazard, Inc. announced a definitive agreement to acquire all issued share capital of Campbell Lutyens Holdings Limited for $575 million total consideration, comprising $460 million initial payment, $115 million deferred, and up to $85 million additional based on multi-year performance criteria. The deal aims to form Lazard CL, combining complementary platforms with ~$500M combined 2027E revenue, $190B+ capital raised in 2024-2025, 280+ advisory professionals, and operations in 18 cities across 10 countries. The transaction, including a stock component for alignment and deleveraging, is expected to close in H2 2026 subject to regulatory approvals and is projected to be accretive to 2027 earnings.

• ·Lazard founded in 2003 with presence in 11 cities across 6 countries; Campbell Lutyens founded in 1988 with presence in 15 cities across 10 countries.
• ·Average years of senior team expertise: 20+.
• ·Stock component of consideration includes lock-up period up to 3 years.
• ·Transaction expected to be accretive to 2027 earnings and thereafter.

01-05-2026

Ally Financial Inc. designated 1,000,000 shares of 7.100% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, each with a $1,000 liquidation preference and $0.01 par value, via a resolution by the Pricing Committee on April 27, 2026, authorized by Board resolutions on March 6, 2026. Dividends are non-cumulative, payable quarterly starting August 15, 2026, at a fixed 7.100% annual rate until the First Reset Date of August 15, 2031, after which the rate resets based on the Five-Year Treasury Rate plus 3.148%. The Series D ranks senior to common stock, on parity with existing Series B and C preferred stock, and junior to senior securities and debt.

• ·Certificate filed as EX-3.1 in 8-K on May 1, 2026, covering Items 3.03, 5.03, 8.01, 9.01
• ·Pricing Committee resolution adopted April 27, 2026; Board authorization March 6, 2026
• ·Dividend payment dates: February 15, May 15, August 15, November 15 quarterly, beginning August 15, 2026
• ·Reset Dates every 5 years starting August 15, 2031; first Reset Period to August 15, 2036
• ·Dividends computed on 360-day year of twelve 30-day months; non-cumulative and discretionary

01-05-2026

Beasley Broadcast Group announced the settlement of its exchange offer, with holders of $184,056,000 aggregate principal amount of 9.200% Senior Secured Second Lien Notes due 2028 exchanging them for $98,475,254 aggregate principal amount of 2027 PIK Notes. The company previously completed a tender offer purchasing $15.9 million of 11.000% Senior Secured First Lien Notes due 2028, leaving $15.0 million outstanding. Supporting holders representing 98.7% of First Lien Notes and 76.5% of Second Lien Notes backed the offers, with a key participation condition waived.

• ·Supporting holders waived the TSA Minimum Participation Condition on April 28, 2026, originally requiring 100% participation in Exchange Offer.
• ·Company operates radio stations in markets including Augusta GA, Boston MA, Charlotte NC, Detroit MI, Fayetteville NC, Las Vegas NV, Middlesex NJ, Monmouth NJ, Morristown NJ, Philadelphia PA, and Tampa-Saint Petersburg FL.

01-05-2026

Crown Castle Inc. entered into a new Credit Agreement dated May 1, 2026, acting as Borrower, with JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of America, N.A. as Syndication Agent, and Citibank, N.A., Mizuho Bank, Ltd., and PNC Bank, National Association as Documentation Agents, along with joint lead arrangers and bookrunners. The agreement provides for revolving commitments, term loans, and letters of credit, with interest rates based on a pricing grid tied to the company's senior unsecured debt ratings from S&P, Moody's, or Fitch (ranging from 0.750% at Level I to 1.375% at Level V for Term Benchmark Loans). No specific commitment amounts or facility sizes are disclosed in the provided filing excerpt.

• ·Filing items: 1.01 (Entry into Material Definitive Agreement), 1.02 (Termination of Material Definitive Agreement), 2.03 (Creation of Direct Financial Obligation), 9.01 (Financial Statements and Exhibits)
• ·Schedules include Commitments (Schedule 2.01), Existing Indebtedness (Schedule 6.01), Existing Liens (Schedule 6.02)

01-05-2026

Veradermics, Inc. closed an underwritten public offering of 3,843,790 shares of common stock at $100.00 per share, with underwriters granted a 30-day option to purchase up to an additional 576,568 shares. Concurrently, the company completed a private placement of pre-funded warrants to purchase 300,000 shares to entities affiliated with Suvretta Capital for gross proceeds of approximately $30.0 million.

• ·Pre-Funded Warrants exercisable via cash or cashless exercise and do not expire until fully exercised.
• ·90-day restriction on issuance/sale of common stock or convertible securities post-Purchase Agreement, with exceptions.
• ·Private Placement conducted pursuant to Section 4(a)(2) exemption; warrants unregistered.

01-05-2026

Lantheus Holdings, Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, approved by the Board and stockholders, maintaining a classified board structure (three classes) until the 2029 annual meeting, after which the board will be declassified for annual elections of all directors. While classified, directors may only be removed for cause by a majority vote of stockholders; post-2029, removal may occur with or without cause by majority vote. The amendment was executed on April 30, 2026, and filed in an 8-K on May 1, 2026.

• ·Amendment deletes and replaces Sections 5.3 and 5.4 of Article V.
• ·Directors with terms expiring in 2027 and 2028 extended to 2029 annual meeting.
• ·Historical certificate filings: November 30, 2007 (original), December 10, 2012 (amended/restated), June 24, 2014 (amended), June 25, 2015 (amended/restated), April 26, 2018 (amended/restated).

01-05-2026

Charles & Colvard, Ltd., in Chapter 11 bankruptcy since March 2, 2026, entered into an Asset Purchase Agreement dated April 15, 2026, with Van Lang Jewelry LLC or affiliate Jewelry Design Partners LLC for $1,500,000 in assets (subject to credit bid against DIP Facility debt), with the Bankruptcy Court approving the buyer as stalking horse bidder on April 29, 2026, and scheduling a final sale hearing for June 22, 2026. Michael Levin's appointment as Executive Chair was extended to a month-to-month basis on April 27, 2026, at $7,500 per month. The filing warns that trading in the company's common stock during bankruptcy is highly speculative with potential for significant or complete loss to shareholders.

• ·Purchase Agreement countersigned by Company on April 30, 2026.
• ·Bankruptcy Court approved stalking horse break-up fee, expense reimbursement, and bidding procedures on April 29, 2026.
• ·Duc Pham, former Board member who resigned March 25, 2026, is a Manager of Jewelry Design Partners LLC.
• ·Transaction subject to higher/better bids, Bankruptcy Court approval, and closing conditions.

01-05-2026

Blue Owl Credit Income Corp., through its subsidiary OWL ROCK CLO XI, LLC, entered into an Amended and Restated Indenture and Security Agreement dated April 27, 2026, with State Street Bank and Trust Company as Collateral Trustee, amending and restating the original indenture dated March 9, 2023. The agreement facilitates a refinancing of existing Secured Notes (Class A-1T, A-1F, and Class B Notes) through the issuance of new First Refinancing Debt consisting of Class A-L-R Loans, Class A-R Notes, and Class B-R Notes. No specific financial amounts or performance metrics were disclosed in the filing.

• ·Original Indenture dated March 9, 2023, entered into on May 24, 2023.
• ·SEC 8-K filed on May 1, 2026, covering Items 1.01 (Entry into Material Definitive Agreement), 2.03 (Creation of Direct Financial Obligation), and 9.01 (Exhibits).
• ·Grant of collateral includes Collateral Obligations listed in Schedule 1, Accounts, Eligible Investments, and related agreements, excluding certain specified property.

01-05-2026

Rekor Systems, Inc. received a Nasdaq notice on April 27, 2026, for failing to meet the minimum bid price requirement of $1.00 per share, with closing prices below $1.00 for 30 consecutive business days from March 13 to April 24, 2026. The company has 180 calendar days until October 26, 2026, to regain compliance by achieving $1.00 closing bids for at least 10 consecutive business days, with trading continuing uninterrupted on Nasdaq under 'REKR'. While considering options like a reverse stock split, there is no assurance of regaining compliance, and a second 180-day period may be available if other listing standards are met.

• ·Nasdaq Listing Rule 5810(c)(3)(A) governs the initial 180-day Compliance Period; reverse stock split, if pursued, must be completed no later than ten business days before October 26, 2026.
• ·Eligibility for a Second Compliance Period requires meeting market value of publicly held shares and other initial listing standards (except bid price), plus written notice to Nasdaq.

01-05-2026

Third Coast Bancshares, Inc. entered into a Renewal, Extension, and Modification of Loan with American National Bank & Trust, effective March 10, 2026, increasing the maximum principal amount of the existing loan from $55,000,000 to $70,000,000 while the current outstanding principal balance stands at $54,875,000. The maturity date was extended to March 10, 2028, with quarterly interest payments commencing June 10, 2026. The loan remains secured by a pledge of 100% of the issued and outstanding shares of common stock of Third Coast Bank, SSB, with the borrower reaffirming all obligations and waiving any claims against the lender.

• ·Loan originally dated March 10, 2021; renewal effective March 10, 2026.
• ·Quarterly interest payments commence June 10, 2026, until maturity on March 10, 2028.

01-05-2026

LiveOne (Nasdaq: LVO) and PodcastOne (Nasdaq: PODC) jointly appointed Craig Christensen, CPA, a 25-year finance executive, as Interim CFO for both companies to drive financial excellence, execute M&A strategy, and scale B2B and AI growth. Christensen has supported 20 M&A transactions, including buy-side deals and exits, and a $122M public equity offering. PodcastOne has surpassed 3.9 billion total downloads, with a community of 200 top podcasters and a distribution network reaching over 1 billion monthly impressions.

• ·LiveOne subsidiaries include Slacker, PodcastOne (Nasdaq: PODC), PPVOne, Custom Personalization Solutions, LiveXLive, and DayOne Music Publishing.
• ·PodcastOne podcasters include Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, Gals on the Go, A&E’s Cold Case Files, and Varnamtown.
• ·Press release dated April 28, 2026; SEC 8-K filing date May 01, 2026.

01-05-2026

CBAK Energy Technology, Inc. received a Nasdaq notice on April 30, 2026, for failing to meet the minimum bid price requirement of $1.00 per share under Listing Rule 5550(a)(2), based on closing bid prices over 30 consecutive business days from March 18 to April 29, 2026. The Company has 180 calendar days until October 27, 2026, to regain compliance by achieving a $1.00 closing bid price for 10 consecutive business days, with trading of CBAT continuing uninterrupted on Nasdaq Capital Market. Non-compliance may lead to delisting after a potential additional 180-day grace period and appeal opportunity.

• ·Nasdaq Listing Rule 5810(c)(3)(A) governs the 180-day compliance period and potential second 180-day grace period.
• ·Company eligible to appeal delisting determination to a Hearings Panel if non-compliance persists.
• ·Securities registered: Common Stock, $0.001 par value, ticker CBAT on Nasdaq Capital Market.

01-05-2026

DeFi Development Corp. entered into a Sales Agreement with R.F. Lafferty & Co., Inc. on May 1, 2026, enabling at-the-market offerings of up to $200 million of its common stock, par value $0.00001 per share. Net proceeds will fund working capital, Solana (SOL) digital asset acquisitions, and strategic initiatives, with the Agent earning a commission of up to 0.75% of gross proceeds. The agreement includes standard indemnification, termination provisions (10 days' notice), and is supported by an effective S-3 Registration Statement (No. 333-276062).

• ·Registration Statement on Form S-3 (No. 333-276062) filed April 17, 2026, declared effective April 27, 2026
• ·Prospectus supplement filed May 1, 2026 pursuant to Rule 424(b)
• ·Sales Agreement terminable by either party upon 10 days' prior notice or earlier under certain circumstances
• ·Company is an emerging growth company

01-05-2026

On April 27, 2026, Cineverse Corp. entered into an Exchange Agreement with OCI-Cinedigm, LLC, a holder of its Series A Preferred Stock, to issue up to 1,500,000 shares of Class A Common Stock in exchange for the holder's 3.118 shares of Preferred Stock, executed in five equal tranches starting May 1, 2026. The number of Common Stock shares per tranche is determined by dividing the value of the exchanged Preferred Stock by the 5-day volume weighted average price preceding the exchange, with exchanged Preferred shares immediately retired. The Common Stock issuance qualifies as an unregistered sale under Section 3(a)(9) of the Securities Act.

• ·Exchange commences May 1, 2026
• ·Exchanged Preferred Stock shares will be retired and restored to authorized but unissued status
• ·Exchange Agreement filed as Exhibit 10.1

01-05-2026

GigCapital7 Corp. announced non-redemption agreements with public stockholders for 1,800,000 Class A ordinary shares, representing approximately $19.3 million in trust funds, plus $7.6 million previously funded via SAFE bridge notes, totaling $26.9 million in equity raised for Hadron Energy, Inc., exceeding the $20 million minimum cash condition for the business combination closing. The shareholder extraordinary general meeting is scheduled for May 7, 2026, with a redemption request deadline of 5:00 p.m. ET on May 5, 2026. No negative metrics reported, strengthening the path to completing the merger originally agreed on September 27, 2025.

• ·Halo MMR designed to deliver 10 MWe of continuous power, truck-transportable for AI data centers, industrial hubs, remote communities, and infrastructure.
• ·Business Combination Agreement dated September 27, 2025, as amended.
• ·GigCapital7 mailing final prospectus/definitive proxy statement to shareholders of record as of April 15, 2026.

01-05-2026

Pershing Square Inc. entered into a Registration Rights Agreement dated April 28, 2026, with investors including ManagementCo (Pershing Square Management, LLC), granting demand rights for non-shelf registered offerings, shelf registrations, shelf takedowns, and piggyback rights on the company's registered offerings tied to its IPO of Common Stock. The agreement details facilitation procedures, expense allocations (with the company bearing most Registration Expenses), indemnification provisions, lock-up requirements, and termination conditions. No financial performance metrics, amounts, or period comparisons are disclosed.

• ·Investors defined to include ManagementCo, joinder parties as transferees, and others consenting via Joinder Agreement.
• ·Registration Expenses borne primarily by the Company, including SEC fees, printing, counsel, and roadshow costs, but excluding underwriting discounts.
• ·Agreement governed by New York law with consent to jurisdiction in New York courts and mutual jury trial waiver.

01-05-2026

Silver Bow Mining Corp. entered into an Underwriting Agreement on April 29, 2026, with Cantor Fitzgerald & Co. as lead manager for its initial public offering of 5,200,000 common shares. The offering closed on May 1, 2026, generating approximately $54.6 million in net proceeds after underwriting discounts and commissions. Underwriters received a 7% commission on gross proceeds and reimbursement up to $200,000, with an option to purchase up to 780,000 additional shares for over-allotments.

• ·Underwriting Agreement includes customary representations, warranties, covenants, conditions to closing, indemnification, and lock-up agreements signed by certain directors and officers.
• ·Registration statement on Form S-1/A (File No. 333-292928) declared effective by SEC on April 29, 2026.
• ·Company is an emerging growth company.

01-05-2026

Genco Shipping & Trading Limited entered into the Second Amendment to its Shareholder Rights Agreement on May 1, 2026, rescinding the First Amendment from November 10, 2025, and reverting to the original terms established on October 1, 2025, while raising the beneficial ownership threshold to become an Acquiring Person to 15% based on shareholder feedback and Board assessment. The amendment is designed to protect all shareholders from tactics that could disadvantage them without a control premium, while allowing the Board time to evaluate proposals. It does not prevent fair offers in shareholders' best interests.

• ·Preliminary proxy statement filed April 24, 2026, disclosed Board's intent to raise threshold to 15%.
• ·Rights Agreement descriptions incorporated from 8-K filings on October 1, 2025, and November 10, 2025.
• ·Exhibit 4.1: Second Amendment to Shareholder Rights Agreement dated May 1, 2026.

01-05-2026

Biotricity Inc. designated up to 2,100,000 shares of Series C Preferred Stock with a $2.35 stated value per share, ranking junior to Series B Preferred but senior to common stock in liquidation, offering holders 40 votes per share and dividend rights equivalent to 10 common shares. Upon a Qualified Financing of at least $15 million, the shares automatically convert to 59.6% of post-financing common stock (subject to a one-year lockup), representing significant dilution for existing common shareholders; alternatively, they convert to 10 common shares per preferred share in a pre-QF Fundamental Transaction or if no QF by March 31, 2028.

• ·Series C Preferred Stock provides 40 votes per share.
• ·Dividend rights equivalent to 10 shares of Common Stock per Series C share.
• ·No redemption rights or obligations for the Company.
• ·Convertible to 10 shares of Common Stock per Series C share upon Fundamental Transaction prior to Qualified Financing.
• ·Holders must execute one-year lockup agreement on Conversion Shares.

01-05-2026

Helio Corporation entered into a binding settlement agreement with Sean Wolf on April 27, 2026, to resolve an aggregate $879,163 obligation (principal plus accrued interest) under two 9.75% promissory notes totaling $900,000 principal issued in October 2024, via net proceeds from controlled sales of Company common stock under leak-out terms. The agreement facilitates legend removal on 225,000 shares held for Wolf's benefit and transfer of 275,000 shares from Joseph Pitman, subject to the same restrictions limiting daily sales to the greater of 4,000 shares or 12% of volume (threshold 20,000 shares), with no block over 2,000 shares. No immediate cash payment is required, though the Company must address prior brokerage issues with Fidelity or provide an alternative.

• ·Promissory notes issued: October 15, 2024 ($400,000 to Blackwolf) and October 16, 2024 ($500,000 to Wolf)
• ·Company to authorize legend removal by 9:30 A.M. ET on April 28, 2026
• ·Leak-out increases to 25% of daily volume upon NASDAQ/NYSE uplisting or July 5, 2026
• ·Brokerage statements to be provided twice monthly
• ·If Fidelity restricts shares, Company must secure alternate broker within 7 business days or agreement void

01-05-2026

On May 1, 2026, 22nd Century Group, Inc. filed a prospectus supplement to its Registration Statement on Form S-3 (No. 333-294792), permitting the sale of up to $6,400,000 in common stock pursuant to its amended Sales Agreement with Needham & Company, LLC. As of the filing date, the Company had offered and sold $0 shares under the agreement in the prior 12 months, leaving the full $6,400,000 available. The Company had 4,455,649 shares of common stock outstanding as of May 1, 2026.

• ·Filing includes Exhibit 5.1: Opinion of Foley & Lardner LLP
• ·Exhibit 23.1: Consent of Foley & Lardner LLP (included in Exhibit 5.1)
• ·Item 9.01(d): Financial Statements and Exhibits

01-05-2026

Olema Pharmaceuticals, Inc. entered into a 7-year lease agreement on April 27, 2026, with KR Oyster Point II, LLC for approximately 38,176 square feet of office/lab space in San Francisco (Phase I: 25,048 sq ft; Phase II: 13,128 sq ft), with total base rent of $12,361,188 for Phase I and $6,145,463.76 for Phase II over the initial term, net of abatement, and a security deposit of $427,546.80. The company plans to relocate its headquarters by December 2026 as existing leases expire between December 2026 and January 2027, with Phase I commencement around September 15, 2026, and Phase II around December 1, 2026. The lease includes a one-time early termination option after 60 months for a fee of $1,716,240.96, plus extension and expansion rights.

• ·Lease initial term: 7 years
• ·One-time option to extend for additional 5-year period
• ·Right of first offer to expand to Suite 550 on fifth floor and entire sixth floor
• ·Landlord responsible for all costs of Landlord Work prior to commencement

01-05-2026

On May 1, 2026, Eightco Holdings Inc. entered into an Amended and Restated Consulting Agreement with Worldcoin Tower LLC, expanding the scope from a Digital Asset Treasury Strategy to a broader Strategic Asset Strategy that includes investing in emerging companies. The updated fee is 1.00% per annum of assets under management (AUM), with one-time incentive milestone payments upon first reaching $1 billion, $5 billion, and $10 billion AUM, payable in cash or common stock. No performance declines or flat metrics are reported in this agreement amendment.

• ·Amends and restates Original Consulting Agreement dated September 9, 2025 (disclosed in 8-K filed September 10, 2025)
• ·Agreement filed as Exhibit 10.94A