S&P 500 Healthcare Sector SEC Filings — May 22, 2026

USA S&P 500 Healthcare

By Gunpowder Editorial ·

11 high priority 27 medium priority 38 total filings analysed

Executive Summary

The 38 filings from the S&P 500 Healthcare stream reveal a sector bifurcated between established players executing capital market strategies and small/mid-cap biotechs facing acute liquidity and compliance crises.

Key period-over-period trends are stark: pre-revenue biotechs like Lakewood-Amedex saw net losses widen 71% YoY with cash burning to just $11,709, while Scienture Holdings achieved a 449% YoY revenue surge to $56k, albeit from a negligible base. A dominant theme is the wave of Nasdaq delinquency notices, with three companies (RCI Hospitality, Anavex Life Sciences, Ensysce Biosciences) receiving delisting threats for delayed filings or equity shortfalls, signaling a potential shakeout in micro-cap healthcare. On the capital allocation front, Merck & Co. raised $6.0 billion in a seven-tranche debt offering for general corporate purposes, while News Corp reiterated its $1 billion buyback authorization, highlighting divergent capital strategies. Insider activity was limited to executive transitions, with Vishay Precision Group's CFO retirement and Newmark Group's new CSO appointment, providing no clear directional signal from management. The most critical development is the expansion of Assembly Biosciences' ABI-6250 into PBC/PSC, a high-potential catalyst with Phase 2 starts in Q4 2026 and Q1 2027, contrasting with the existential risks faced by cash-strapped entities. Overall, the portfolio-level pattern is one of capital concentration in larger firms and survival-mode dynamics in smaller names, demanding a selective, catalyst-driven approach.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: DEFA14A · 8-K · 10-Q · DEF 14A · S-3 · S-1

Tracking the trend? Catch up on the prior S&P 500 Healthcare Sector SEC Filings digest from May 21, 2026.

Investment Signals (12)

  • Raised $6.0B across 7 tranches (4.300% to 5.850% notes due 2028-2056) for general corporate purposes, locking in long-term debt at attractive rates before potential rate cuts

  • Q1 2026 revenue surged 449% YoY to $56k, gross margin expanded to 95.6% from 6.6%, secured $11.0M non-dilutive debt, and GPO agreements covering 60% of U.S. institutional market

  • Expanded ABI-6250 pipeline into PBC/PSC with Phase 2 HDV study in Q4 2026 and PBC/PSC basket study in Q1 2027, supported by completed Phase 1a and toxicology data

  • Received $49.4M dividend from McEwen Copper (46.3% stake), bringing 2026 total to $58.2M, demonstrating strong cash generation from San José mine

  • Net loss widened 71% YoY to $923k, cash collapsed 95% to $11,709, with zero revenue and 2,806% interest expense surge, signaling imminent funding need

  • Received Nasdaq delisting notice for equity shortfall ($2.5M requirement not met), 45-day compliance plan deadline July 6, 2026, with no disclosed remediation plan

  • Nasdaq delinquency notice for delayed 10-Q, compliance plan due July 20, 2026, introducing regulatory risk and potential delisting overhang

  • Nasdaq non-compliance for delayed 10-Q, compliance plan due July 20, 2026, with potential exception until November 16, 2026

  • Filed S-3 to register 5.43M shares (20% dilution) for resale by selling stockholders, with Armistice Capital holding 3.05M shares; warrants exercisable at $0.86-$1.23

  • CFO retirement effective Dec 31, 2026, with salary continuation through June 2028 and partial PBRSU vesting; CEO equity award increased to 225% of base salary

  • Director Amy Butte received 24.8% votes against (7.8M shares), signaling shareholder dissent on governance despite auditor ratification with 99.5% support

  • Proposal to eliminate supermajority voting failed with only 35.4M votes for vs 7.1M abstentions, requiring 80% approval, indicating governance friction

Risk Flags (10)

  • Cash fell 95% to $11,709, net loss up 71% YoY, accounts payable rose 44% to $547k, zero revenue, going-concern risk imminent

  • Nasdaq delisting notice for equity shortfall, 45-day compliance plan deadline July 6, 2026, no assurance of regaining compliance

  • Nasdaq delinquency for delayed 10-Q, compliance plan due July 20, 2026, potential delisting if plan rejected

  • Nasdaq non-compliance for delayed 10-Q, compliance plan due July 20, 2026, potential delisting if plan not accepted

  • S-3 registration for 5.43M shares (~20% of outstanding), selling stockholders including Armistice Capital (3.05M shares), warrants at $0.86-$1.23 create overhang

  • Supermajority voting elimination failed, requiring 80% approval, with 7.1M abstentions indicating shareholder apathy or opposition

  • Director Amy Butte received 24.8% against votes (7.8M), highest dissent among filings, suggesting governance concerns

  • Directors Boxley and Farnsworth each received ~6.5% against votes (7.5M+), notable dissent despite overall passage

  • CFO retirement with salary continuation through June 2028, partial PBRSU vesting, and new CEO equity award increase may signal retention challenges

  • S-1 filing reveals no Section 404 evaluation of internal controls, emerging growth company status with reduced disclosure, branch expansion risk

Opportunities (10)

Sector Themes (6)

  • Small-Cap Biotech Cash Crisis

    3 companies (Lakewood-Amedex, Ensysce, Anavex) face Nasdaq delisting or going-concern risks from cash burn and delayed filings; Lakewood-Amedex cash down 95% to $11,709, Ensysce equity shortfall, Anavex delayed 10-Q; sector-wide liquidity crunch in pre-revenue names

  • Capital Market Divergence

    Large-cap Merck raises $6.0B in debt while micro-caps struggle for survival; News Corp authorizes $1B buyback; Citius files S-3 for dilutive warrant resale; capital is flowing to established players, not speculative biotechs

  • Pipeline Expansion in Orphan Diseases

    Assembly Biosciences expands ABI-6250 from HDV to PBC/PSC, Scienture advances Arbli and REZENOPY with patent protection through 2041, indicating focus on high-value orphan and specialty indications

  • Governance Dissent Rising

    Multiple filings show notable against votes: Bain Capital director 24.8% against, Pinnacle directors 6.5% against, FB Financial supermajority vote failed; shareholders increasingly pushing back on governance and compensation

  • SPAC Activity in Niche Sectors

    Two SPAC IPOs (Patriot Acquisition $175.9M in FIG, Climate Transition $150.8M in energy) closed May 18, 2026, signaling continued appetite for blank-check vehicles targeting financial services and clean energy

  • Non-Dilutive Financing as Survival Tool

    Scienture secured $11.0M non-dilutive debt financing to fund commercial launch, contrasting with Citius's dilutive S-3 and Lakewood-Amedex's cash burn; companies with revenue or assets are accessing debt over equity

Watch List (8)

Filing Analyses (38)
STIFEL FINANCIAL CORP DEFA14A mixed materiality 7/10

22-05-2026

Stifel Financial Corp. filed definitive additional proxy materials on May 22, 2026, urging shareholders to vote FOR Item 4, the Equity Incentive proposal, which would increase the 2001 Incentive Stock Plan (2018 Restatement) by 9,000,000 shares (including 175,000 for non-employee directors). The Board unanimously recommends the proposal, citing alignment of employee and shareholder interests and retention benefits. While Glass Lewis supports the proposal, ISS recommends against it, arguing plan cost is excessive; Stifel strongly disagrees, noting no net dilution over the past three years due to share repurchases and net settlements, and that the ISS model ignores the benefits of long vesting periods and dilution controls.

  • · The annual shareholders' meeting will be held on June 9, 2026 at 11 a.m. Central Time in a virtual-only format.
  • · The Board unanimously recommends a vote FOR Item 4.
  • · Glass Lewis recommends FOR; ISS recommends AGAINST.
  • · Stifel argues ISS's recommendation ignores the company's track record of dilution control, including share repurchases exceeding Plan issuances over the last three years.
  • · Stifel states that if equity compensation were replaced with cash, total compensation cost would not change, but the mix would shift.
  • · The company notes that ISS would recommend against even a zero-share increase due to the SVT model's design.
  • · Stifel's grants typically vest over 5, 7 or more years, longer than the industry norm of 2-3 years, which the company says is retentive and reduces future dilution.
  • · The company estimates that about 55% of outstanding grants will become outstanding shares.
  • · In 2018, shareholders approved technical plan changes despite ISS opposition.
  • · The filing includes a detailed table of share utilization for 2023-2025, showing average grant prices of $41.43, $48.33, and $63.96 respectively.
Pinnacle Financial Partners, Inc. 8-K neutral materiality 3/10

22-05-2026

Pinnacle Financial Partners held its 2026 Annual Meeting on May 21, 2026, where all 15 director nominees were elected by majority vote, the 2026 Omnibus Plan was approved, and KPMG LLP was ratified as independent auditor for fiscal 2026. Shareholders also approved advisory say-on-pay and selected a 1-year frequency for future advisory votes. While all proposals passed, several directors received notable opposition votes, with Abney S. Boxley, III and Thomas C. Farnsworth, III each garnering over 7.5 million votes against (approximately 6.5% of votes cast), indicating some shareholder dissent.

  • · Proposal 4 (advisory vote on frequency of say-on-pay): 111,729,694 votes for 1 year, 201,651 for 2 years, 5,386,534 for 3 years, and 989,344 abstentions.
  • · Proposal 5 (ratification of KPMG): 134,009,570 votes for, 383,499 against, 929,800 abstentions, with zero broker non-votes.
  • · Broker non-votes totaled 17,015,646 for each director nominee and for Proposals 2, 3, and 4.
  • · Director Kevin S. Blair received the highest votes for (116,739,049) and the lowest votes against (508,511) among all nominees.
  • · Director M. Terry Turner received 2,527,026 votes against, the highest against count among all nominees.
Lakewood-Amedex Biotherapeutics Inc. 10-Q negative materiality 9/10

22-05-2026

Lakewood-Amedex Biotherapeutics reported a net loss of $923,291 for Q1 2026, a 71% increase from the $539,617 loss in Q1 2025, driven by a sharp rise in general and administrative expenses to $703,444 (up 89% YoY). The company remains pre-revenue with zero revenue in both periods, and cash and cash equivalents fell 95% from $236,400 at year-end 2025 to just $11,709 at March 31, 2026, raising significant going-concern risks.

  • · Net loss per share worsened from $(0.15) in Q1 2025 to $(0.20) in Q1 2026.
  • · Interest expense surged to $38,219 in Q1 2026 from $1,315 in Q1 2025, a 2,806% increase, primarily due to related party notes.
  • · Accounts payable increased to $547,829 at March 31, 2026 from $381,041 at December 31, 2025.
  • · Accrued expenses and other current liabilities rose to $594,723 from $303,872.
  • · Notes payable to related parties grew to $1,625,000 from $1,500,000.
  • · Total current liabilities exceeded total current assets by $2,977,070 at March 31, 2026, indicating severe liquidity strain.
  • · The company had an accumulated deficit of $54,274,421 and a stockholders' deficit of $2,841,648.
  • · Series B cumulative dividends of $493,190 were declared in both Q1 2026 and Q1 2025, contributing to a net loss attributable to common stockholders of $1,416,481 in Q1 2026.
  • · Cash used in operating activities improved slightly to $349,691 in Q1 2026 from $404,089 in Q1 2025.
  • · No revenue was generated in either period; the company remains in the development stage.
LiveWire Group, Inc. 8-K mixed materiality 8/10

22-05-2026

LiveWire Group, Inc. acquired substantially all assets of Dust Motorcycles, Inc. for total consideration of up to $13.0M, comprising $375k cash, $500k in common stock at closing, three annual $875k stock installments, and up to $11.25M in contingent earn-out stock payments. Separately, LiveWire amended its contract manufacturing agreement with KYMCO, revising exclusivity terms and switching to FOB pricing. At the 2026 Annual Meeting, all seven director nominees were elected and KPMG LLP was ratified as independent auditor for FY2026.

  • · The Dust acquisition was consummated on May 18, 2026, the same day the agreement was entered into.
  • · Stock issuance for the acquisition relies on Section 4(a)(2) exemption based on Seller being an accredited investor.
  • · At the 2026 Annual Meeting, all director nominees received over 181 million votes in favor, with broker non-votes of approximately 11.34 million.
  • · Ratification of KPMG as auditor passed with 193,641,297 votes for, 36,746 against, and 1,488 abstentions.
  • · The KYMCO exclusivity does not apply to the manufacture of powertrains used in applicable products.
  • · After the exclusivity period, LiveWire may terminate for one or more products upon two years' notice, subject to termination charges.
Chewy, Inc. DEFA14A neutral materiality 1/10

22-05-2026

Chewy, Inc. filed a DEFA14A (definitive additional materials) on May 22, 2026, related to its proxy statement. The filing indicates no fee is required and provides no specific financial or operational updates.

NEWS CORP 8-K neutral materiality 3/10

22-05-2026

News Corp filed an 8-K on May 22, 2026, to disclose its daily ASX filings regarding its ongoing $1 billion stock repurchase program. The filing reiterates the company's authorization to repurchase up to $1 billion in aggregate of its Class A and Class B common stock, but no specific repurchase activity or financial results are reported in this filing.

  • · The repurchase program covers both Class A (NWSA) and Class B (NWS) common stock.
  • · The filing includes exhibits 99.1 and 99.2, which are copies of information provided to the ASX on specific dates.
  • · The company is required to provide daily ASX disclosure of any repurchase transactions under the program.
  • · The filing contains forward-looking statements regarding the company's intent to repurchase shares from time to time.
BREAD FINANCIAL HOLDINGS, INC. 8-K neutral materiality 3/10

22-05-2026

Bread Financial Holdings, Inc. held its 2026 annual meeting on May 19, 2026, with 91.35% of outstanding shares represented. All nine director nominees were elected, executive compensation was approved on an advisory basis, the 2026 Employee Stock Purchase Plan was approved, and Deloitte & Touche LLP was ratified as the independent auditor for 2026. Director Roger H. Ballou retired after 25 years of service.

  • · Director Roger H. Ballou, who served since 2001, retired effective May 19, 2026.
  • · Proposal 2 (advisory vote on executive compensation) received 31,508,096 votes for, 2,754,478 against, and 25,859 abstentions, with 3,552,752 broker non-votes.
  • · Proposal 3 (2026 Employee Stock Purchase Plan) received 34,219,041 votes for, 55,969 against, and 13,423 abstentions, with 3,552,752 broker non-votes.
  • · Proposal 4 (ratification of Deloitte & Touche LLP) received 36,998,194 votes for, 822,956 against, and 20,035 abstentions, with no broker non-votes.
  • · The annual meeting was held in a virtual-only format.
Zoetis Inc. 8-K neutral materiality 5/10

22-05-2026

Zoetis Inc. held its 2026 Annual Meeting on May 20, 2026, where all 12 director nominees were elected, and shareholders approved executive compensation on an advisory basis, with a preference for annual votes. However, a shareholder proposal to permit action by written consent was not approved. Additionally, Ms. Louise M. Parent retired from the Board effective May 20, 2026.

  • · Shareholder proposal for written consent received 167,308,882 votes for and 190,220,865 against, failing to pass.
  • · Advisory vote on executive compensation had 306,328,992 for and 51,638,692 against.
  • · Ratification of KPMG as auditor passed with 367,031,759 for and 11,450,123 against.
  • · Broker non-votes were 20,464,303 for director elections and other proposals except ratification.
ASSEMBLY BIOSCIENCES, INC. 8-K positive materiality 7/10

22-05-2026

Assembly Biosciences announced plans to expand clinical development of its oral entry inhibitor ABI-6250 from chronic hepatitis delta virus (HDV) infection into primary biliary cholangitis (PBC) and primary sclerosing cholangitis (PSC), broadening the program into cholestatic liver diseases. The company plans to initiate a Phase 2 study in HDV in Q4 2026 and a Phase 2 basket study in PBC/PSC in Q1 2027, subject to regulatory feedback. While the expansion is supported by preclinical data and a completed Phase 1a trial, ABI-6250 remains an investigational candidate with no approved safety or efficacy established globally.

  • · ABI-6250 is an investigational oral small-molecule inhibitor of NTCP, a membrane protein that facilitates bile acid transport and serves as the entry receptor for HDV.
  • · Phase 1a trial in healthy participants demonstrated target engagement, including dose-dependent elevations in plasma total bile acids consistent with NTCP inhibition.
  • · Chronic toxicology studies have been completed and support longer-term dosing in planned Phase 2 trials.
  • · A pre-IND meeting with the FDA was recently conducted; official minutes are pending but the company believes the discussion was constructive.
  • · PBC has multiple available therapies but a significant percentage of patients have inadequate response; PSC has no approved therapies, representing significant unmet medical needs.
Chewy, Inc. DEF 14A neutral materiality 5/10

22-05-2026

Chewy, Inc. filed a definitive proxy statement (DEF 14A) on May 22, 2026, for its 2026 Annual Meeting of Stockholders to be held virtually on July 9, 2026. The meeting will include the election of five director nominees for three-year terms, ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending January 31, 2027, and advisory votes on executive compensation and the frequency of such votes. As of the record date (May 13, 2026), the company had 232,505,429 Class A shares and 176,478,229 Class B shares outstanding, with BC Partners holding a majority of voting power, which may influence all proposals.

  • · Annual Meeting will be held virtually on July 9, 2026 at 10:00 a.m. ET, with online check-in starting at 9:45 a.m. ET.
  • · Stockholders of record as of May 13, 2026 are entitled to vote.
  • · Class A shares have one vote per share; Class B shares have ten votes per share; they vote together as a single class on all matters.
  • · Board recommends voting FOR all four proposals: election of directors, ratification of Deloitte, advisory approval of executive compensation, and an annual (1-year) frequency for future advisory votes.
  • · BC Partners beneficially owns common stock with a majority of the voting power, making Chewy a controlled company.
MetroCity Bankshares, Inc. 8-K neutral materiality 5/10

22-05-2026

MetroCity Bankshares held its 2026 Annual Meeting on May 21, 2026, with 71.19% of outstanding shares represented. Shareholders elected four Class II directors and one new Class I director, ratified Crowe LLP as auditor, and voted to hold advisory votes on executive compensation every two years. All proposals passed, though director Francis Lai received significant votes against (2,656,568).

  • · Director Francis Lai received 2,656,568 votes against, the highest among all directors.
  • · Broker non-votes were 2,859,323 for most director elections and 15,980 for auditor ratification.
  • · The board determined to hold future advisory votes on executive compensation every two years.
Sixth Street Specialty Lending, Inc. 8-K neutral materiality 3/10

22-05-2026

Sixth Street Specialty Lending, Inc. held its annual meeting on May 21, 2026, where stockholders elected three Class III directors (Hurley Doddy, Michael Fishman, and Robert Stanley) and ratified KPMG LLP as independent auditor for fiscal year 2026. However, a special meeting convened the same day failed to achieve a quorum and was adjourned to June 18, 2026, with no business conducted.

  • · The special meeting on May 21, 2026 lacked a quorum and was adjourned; it will reconvene on June 18, 2026 at 9:00 a.m. ET at Simpson Thacher & Bartlett LLP offices in New York.
  • · The record date for the special meeting remains March 31, 2026.
  • · Proxies previously submitted for the special meeting will be voted at the reconvened meeting unless properly revoked.
FB Financial Corp 8-K mixed materiality 5/10

22-05-2026

FB Financial Corporation held its annual meeting on May 21, 2026, where shareholders elected 13 directors, approved the 2026 Incentive Plan and an amendment to the employee stock purchase plan, and ratified Crowe LLP as auditor for FY 2026. However, a proposal to eliminate supermajority voting standards failed to obtain the required 80% approval, with only 35,384,224 votes in favor versus 7,082,294 abstentions.

  • · All 13 director nominees were elected with votes for ranging from 41,230,090 (C. Wright Pinson) to 42,391,038 (J. Henry Smith IV).
  • · The 2026 Incentive Plan passed with 35,996,763 votes for and 6,468,949 against.
  • · The employee stock purchase plan amendment passed overwhelmingly with 42,450,293 votes for and only 28,116 against.
  • · The non-binding advisory vote on executive compensation passed with 42,018,053 votes for and 446,203 against.
  • · Ratification of Crowe LLP as auditor passed with 46,249,513 votes for, 480,409 against, and 58,062 abstentions.
  • · The proposal to eliminate supermajority voting standards failed: 35,384,224 votes for, 37,445 against, and 7,082,294 abstentions, falling short of the 80% outstanding shares requirement.
Amalgamated Financial Corp. 8-K positive materiality 3/10

22-05-2026

Amalgamated Financial Corp. held its Annual Meeting on May 20, 2026, with 95.27% of outstanding shares represented. All 13 director nominees were elected, and stockholders approved, on a non-binding advisory basis, the compensation of named executive officers, and ratified Crowe LLP as the independent auditor for fiscal year 2026. All proposals passed with strong support, though the say-on-pay vote received a notable 2.3% against votes.

  • · Record date for the meeting was March 26, 2026.
  • · Broker non-votes totaled 702,416 shares on all director elections and the say-on-pay proposal.
  • · Ratification of Crowe LLP received 28,268,137 votes for, 147,851 against, and 23,366 abstentions.
  • · Say-on-pay proposal had 27,060,223 votes for, 649,682 against, and 27,033 abstentions (approximately 2.3% against).
FS Specialty Lending Fund 8-K neutral materiality 3/10

22-05-2026

FS Specialty Lending Fund (FSSL) filed an 8-K on May 22, 2026, announcing that it will make available a presentation containing financial and operating information on its website after the market close on the same day. The filing includes standard forward-looking statements and risk factors but does not disclose any specific financial figures or performance metrics.

  • · The presentation will be available in the 'Investor Relations' section of the company's website at https://www.fssl.futurestandard.com/fund-information#investor-relations.
  • · The filing is made under Item 7.01 (Regulation FD Disclosure) and Item 9.01 (Financial Statements and Exhibits).
  • · The company explicitly states it undertakes no duty to update the information in the presentation except as required by federal securities laws.
  • · The report is signed by Stephen S. Sypherd, General Counsel.
Patriot Acquisition Corp./CI 8-K neutral materiality 8/10

22-05-2026

Patriot Acquisition Corp. completed its initial public offering (IPO) of 16,000,000 units at $10.00 per unit on May 18, 2026, generating gross proceeds of $160,000,000. Simultaneously, it closed a private placement of 5,200,000 warrants to the Sponsor and underwriter KBW for $5,200,000. Subsequently, on May 21, 2026, the underwriter partially exercised its over-allotment option for 1,500,000 additional units, raising an additional $15,000,000, along with a related private placement of 75,000 warrants for $75,000, bringing total trust account proceeds to $175,875,000. The company is a blank check company focused on a business combination in the financial and business services sector, and as of the IPO date, it had an accumulated deficit of $5,425,635 and no operating revenues.

  • · The company is a blank check company (SPAC) focused on the financial and business services (FIG) sector, including commercial banks, specialty finance, and fintech.
  • · As of May 18, 2026, the company had not commenced any operations and had an accumulated deficit of $5,425,635.
  • · Total transaction costs for the IPO were $9,520,840, including a $6,400,000 deferred underwriting fee.
  • · The Sponsor surrendered 1,150,000 Class B ordinary shares for no consideration on May 14, 2026.
  • · The company's auditor is WithumSmith+Brown, PC, which has served as auditor since 2025.
  • · The company is an emerging growth company and has elected not to use the extended transition period for complying with new financial accounting standards.
RCI HOSPITALITY HOLDINGS, INC. 8-K negative materiality 8/10

22-05-2026

RCI Hospitality Holdings, Inc. received a Nasdaq notice on May 20, 2026, for non-compliance with Listing Rule 5250(c)(1) due to the delayed filing of its Form 10-Q for the quarter ended March 31, 2026. The company has until July 20, 2026, to submit a compliance plan, and if accepted, Nasdaq may grant an exception until November 16, 2026, to regain compliance. The notice has no immediate effect on the listing of RICK common stock on the Nasdaq Global Market.

  • · The company must submit a compliance plan by July 20, 2026, or face potential delisting.
  • · If Nasdaq accepts the plan, an exception of up to 180 calendar days (until November 16, 2026) may be granted.
  • · The delayed filing is the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.
Merck & Co., Inc. 8-K neutral materiality 7/10

22-05-2026

Merck & Co., Inc. closed an underwritten public offering of $6.0 billion aggregate principal amount of notes across seven tranches on May 22, 2026. The offering includes Floating Rate Notes due 2028, 4.300% Notes due 2028, 4.650% Notes due 2031, 4.950% Notes due 2033, 5.200% Notes due 2036, 5.750% Notes due 2046, and 5.850% Notes due 2056. The proceeds will be used for general corporate purposes.

  • · The offering was made under the Company's Registration Statement on Form S-3ASR (Registration No. 333-278066), originally filed on March 19, 2024.
  • · The notes are issued under an indenture dated January 6, 2010, with U.S. Bank Trust National Association as trustee.
  • · Legal opinion provided by Jennifer Zachary, Esq., Executive Vice President and General Counsel.
ALERUS FINANCIAL CORP 8-K neutral materiality 3/10

22-05-2026

Alerus Financial Corporation (ALRS) announced a quarterly cash dividend of $0.22 per share, payable on July 10, 2026, to stockholders of record on June 26, 2026. The filing contains no period-over-period data, financial results, or comparative metrics.

  • · Dividend record date is June 26, 2026.
  • · Dividend payment date is July 10, 2026.
  • · Stock trades on Nasdaq under ticker ALRS.
Climate Transition Special Opportunities SPAC I 8-K neutral materiality 7/10

22-05-2026

Energy Transition Special Opportunities (formerly Climate Transition Special Opportunities SPAC I) completed its initial public offering of 15,000,000 units at $10.00 per unit on May 18, 2026, generating gross proceeds of $150,000,000. Simultaneously, it closed a private placement of 5,375,000 warrants at $1.00 each, raising $5,375,000. Net proceeds of $150,750,000 were placed in a trust account. The company has not yet commenced operations and has an accumulated deficit of $5,058,051.

  • · The company's sponsor is Climate Transition Special Opportunities SPAC I LP.
  • · Underwriters forfeited their over-allotment option, resulting in 750,000 Class B ordinary shares being forfeited.
  • · The company has an accumulated deficit of $5,058,051 as of May 18, 2026.
  • · Total shareholders' deficit is $5,057,551.
  • · Transaction costs totaled $9,598,172, including $3,000,000 cash underwriting fees, $6,000,000 deferred underwriting fees, and $598,172 other offering costs.
  • · The company must complete a business combination with a target having an aggregate fair market value of at least 80% of the trust account value.
  • · The company is an emerging growth company and has elected not to use the extended transition period for complying with new financial accounting standards.
Ensysce Biosciences, Inc. 8-K negative materiality 9/10

22-05-2026

Ensysce Biosciences received a delisting notice from Nasdaq on May 21, 2026, due to non-compliance with the $2.5 million stockholders' equity requirement as of March 31, 2026. The company has 45 days (until July 6, 2026) to submit a compliance plan; if accepted, it may receive up to 180 days to regain compliance. However, there is no assurance that Nasdaq will accept the plan or that the company will ultimately regain compliance.

  • · The delisting notice was received on May 21, 2026, and the filing was made on May 22, 2026.
  • · The company may appeal to the Nasdaq Hearings Panel if the compliance plan is not accepted.
  • · The company intends to actively explore options to regain compliance, but no specific actions or financial details were disclosed.
PACIFIC BIOSCIENCES OF CALIFORNIA, INC. DEFA14A neutral materiality 3/10

22-05-2026

Pacific Biosciences of California, Inc. filed definitive additional proxy materials (DEFA14A) with the SEC on May 22, 2026, to supplement its proxy statement for the upcoming shareholder meeting. The filing does not contain specific financial results or operational updates, but serves as a solicitation of proxies for corporate governance matters.

  • · The filing is classified as Definitive Additional Materials under SEC Rule 14a-6(e)(2).
  • · No fee was required for this filing.
  • · The document is a supplement to the definitive proxy statement, not a standalone proxy.
Vishay Precision Group, Inc. 8-K neutral materiality 6/10

22-05-2026

Vishay Precision Group (VPG) announced the retirement of CFO William M. Clancy effective December 31, 2026, with a transition agreement providing salary continuation through June 2028 and partial vesting of performance-based RSUs. The company also amended CEO Ziv Shoshani's employment agreement to increase his target annual equity award to 225% of base salary and set his annual bonus target at 100% of base salary (max 150%). Additionally, VPG entered into new employment agreements with Chief Business and Product Officer Yair Alcobi (base salary of 1,372,800 NIS/year) and COO Rafi Ouzan (base salary of 1,150,763 NIS/year), both with target bonuses of 65% of base salary. At the 2026 Annual Meeting, all six director nominees were elected, though Sejal Shah Gulati and Nava Swersky Sofer received significant withheld votes (3,951,832 and 3,359,287 votes withheld, respectively).

  • · CFO William Clancy's retirement effective December 31, 2026; base salary continuation through June 30, 2028.
  • · Clancy's 2024 PBRSUs vest fully on normal date; 2025 PBRSUs vest two-thirds; 2026 PBRSUs vest one-third; all other PBRSUs forfeited.
  • · CEO Ziv Shoshani's annual equity award increased to approximately 225% of base salary (from prior level).
  • · CAO Amir Tal's annual equity award set at approximately 100% of base salary.
  • · CBPO Yair Alcobi and COO Rafi Ouzan each receive 50% of annual LTI in time-based RSUs and 50% in PBRSUs.
  • · Severance for Alcobi and Ouzan includes 18 months base salary continuation, full RSU vesting, and pro-rata bonus.
  • · At the Annual Meeting, Sejal Shah Gulati received 3,951,832 withheld votes (20.2% of total voting power) and Nava Swersky Sofer received 3,359,287 withheld votes (17.1%).
  • · Ratification of Deloitte affiliate as auditor passed with 20,750,950 votes for, 8,343 against.
  • · Advisory vote on executive compensation passed with 19,464,194 votes for, 139,403 against.
COMMUNITY FINANCIAL SYSTEM, INC. 8-K positive materiality 3/10

22-05-2026

Community Financial System, Inc. held its Annual Shareholders Meeting on May 20, 2026, where shareholders elected 12 directors, approved executive compensation on an advisory basis, and ratified the appointment of PricewaterhouseCoopers LLP as auditor for 2026. All proposals passed with strong support, though some directors received notable against votes.

  • · Total shares outstanding and voting results: For director elections, votes for ranged from 38,668,170 to 40,299,084; against votes ranged from 250,032 to 1,878,778; abstentions from 38,993 to 158,788; broker non-votes were 5,090,737 for each director.
  • · Advisory vote on executive compensation: 39,052,791 for, 1,367,203 against, 197,287 abstentions, 5,090,737 broker non-votes.
  • · Ratification of auditor: 45,216,738 for, 457,737 against, 33,543 abstentions.
Scienture Holdings, Inc. 8-K mixed materiality 7/10

22-05-2026

Scienture Holdings reported Q1 2026 revenue of $56 thousand, up 449% year-over-year from $10 thousand, driven by initial ArbliTM product orders. Gross profit surged to $54 thousand from $673, with gross margin expanding to 95.6% from 6.6%. However, net loss widened to $3.4 million from $3.1 million, and total operating expenses remained flat at $3.56 million. The company secured $11.0 million in non-dilutive debt financing and highlighted commercial progress for ArbliTM and REZENOPYTM.

  • · USPTO granted a third patent for ArbliTM, extending expected market exclusivity through 2041.
  • · Received an Orange Book-listable patent for REZENOPYTM.
  • · Formalized multiple commercial GPO agreements for REZENOPYTM, covering over 5,000 healthcare institutions and reaching approximately 60% of the U.S. institutional market.
  • · Sales force for REZENOPYTM scheduled to begin operations on June 1, 2026.
  • · Net loss increased to $3.4 million in Q1 2026 from $3.1 million in Q1 2025.
  • · Total operating expenses remained nearly flat at $3.56 million (down 0.2% YoY).
SMARTFINANCIAL INC. 8-K positive materiality 3/10

22-05-2026

SmartFinancial Inc. held its 2026 annual meeting on May 21, 2026, with 80.61% of outstanding shares represented. Shareholders elected all 10 director nominees, ratified Elliott Davis as auditor for FY2026, and approved non-binding advisory say-on-pay compensation. All proposals passed with strong support, though director David A. Ogle received notably lower votes for (9,660,751) compared to other nominees, and the say-on-pay vote had 331,566 votes against.

  • · David A. Ogle received the lowest votes for among director nominees at 9,660,751, with 1,744,374 votes withheld.
  • · Say-on-pay proposal had 331,566 votes against and 17,236 abstentions, with 2,378,708 broker non-votes.
  • · Auditor ratification passed overwhelmingly with 13,769,399 votes for, only 4,421 against, and 10,013 abstentions.
  • · All director elections had 2,378,708 broker non-votes each.
  • · The annual meeting was held on May 21, 2026, and the 8-K was filed on May 22, 2026.
Citius Pharmaceuticals, Inc. S-3 mixed materiality 7/10

22-05-2026

Citius Pharmaceuticals filed an S-3 registration statement to register the resale of up to 5,431,473 shares of common stock by selling stockholders, primarily upon exercise of warrants. The company will not receive proceeds from the resale but could receive up to $4.8 million if all warrants are exercised for cash. The filing highlights significant risks including stock price volatility, low trading volume, and dilution from the offering, which represents about 20% of outstanding shares.

  • · The offering includes shares from multiple selling stockholders, with Armistice Capital being the largest, offering up to 3,045,686 shares.
  • · Warrant exercise prices: $0.86 per share for warrants and $1.2313 per share for placement agent warrants.
  • · The company has never paid cash dividends and does not intend to do so in the foreseeable future.
  • · The registration statement incorporates by reference the annual report for fiscal year ended September 30, 2025, filed on December 23, 2025 and amended on January 28, 2026.
McEwen Inc. 8-K positive materiality 6/10

22-05-2026

McEwen Inc. (MUX) received a $49.4 million dividend from its 46.3% ownership interest in McEwen Copper, funded by operations at the San José silver-gold mine in Argentina. This brings total dividends received from the mine in 2026 to $58.2 million, reflecting strong operational cash generation from the asset.

  • · The dividend was generated from the operation of the producing San José silver-gold mine in Santa Cruz, Argentina.
  • · McEwen Copper owns a 49.0% interest in Minera Santa Cruz S.A., which operates the mine.
  • · The press release was issued on May 21, 2026, and filed as Exhibit 99.1 to the 8-K.
ANAVEX LIFE SCIENCES CORP. 8-K negative materiality 8/10

22-05-2026

Anavex Life Sciences Corp. received a Nasdaq delinquency notice on May 20, 2026, for failing to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026, violating Listing Rule 5250(c)(1). The company has until July 20, 2026, to submit a compliance plan, with a possible extension to November 16, 2026. While the stock continues to trade on Nasdaq under 'AVXL', the notice introduces regulatory risk and potential delisting if compliance is not regained.

  • · The company has until July 20, 2026, to submit a plan to regain compliance.
  • · If Nasdaq accepts the plan, an exception of up to 180 calendar days from the Form 10-Q's due date (until November 16, 2026) may be granted.
  • · If the compliance plan is not accepted, the company can appeal to a Nasdaq Hearings Panel.
  • · The company is working to complete and file the Form 10-Q and submit a compliance plan.
First Carolina Financial Services, Inc. S-1 mixed materiality 8/10

22-05-2026

First Carolina Financial Services, Inc. filed an S-1 registration statement on May 22, 2026, for an initial public offering. The company will use net proceeds for general corporate purposes including enhancing capital ratios, potential acquisitions, and working capital. However, the filing highlights significant risks including the company's status as an emerging growth company with reduced disclosure requirements, potential material weaknesses in internal controls, and the risk that new branch expansions may not become profitable.

  • · The company opened branches in Columbia, South Carolina, and Atlanta, Georgia, in 2022, and a branch in Greenville, South Carolina, in 2023.
  • · The company has not performed an evaluation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.
  • · Emerging growth company status will cease upon the earliest of: fifth anniversary of the offering, annual gross revenues of $1.235B or more, issuance of more than $1B in non-convertible debt over three years, or becoming a large accelerated filer.
  • · The company relies heavily on senior management and customer relationships for loan production.
  • · The company faces operational risks including employee error, theft, and fraudulent activity by employees, customers, and third parties.
CHOICEONE FINANCIAL SERVICES INC S-3 neutral materiality 5/10

22-05-2026

ChoiceOne Financial Services Inc. filed a shelf registration statement (S-3) on May 22, 2026, allowing it to offer various securities from time to time. The registration incorporates by reference its annual report for 2025 and quarterly report for Q1 2026. As of April 30, 2026, there were 14,975,035 shares of common stock outstanding, with no preferred shares outstanding. This is a routine filing that does not contain specific financial results or forward-looking guidance.

  • · Board of directors is classified into three classes with 15 directors currently.
  • · Common stock trades on NASDAQ under symbol COFS.
  • · Transfer agent is Continental Stock Transfer & Trust Company.
  • · Common stock has no preemptive or subscription rights, no cumulative voting.
  • · Preferred stock may be issued in series with terms determined at time of offering.
CHOICEONE FINANCIAL SERVICES INC 8-K positive materiality 5/10

22-05-2026

ChoiceOne Financial Services Inc. held its annual meeting on May 20, 2026, where shareholders elected five directors, approved executive compensation on an advisory basis, and ratified the appointment of Plante & Moran PLLC as the independent auditor for 2026. All director nominees received strong shareholder support, though there were notable withheld votes for some candidates, particularly Michelle M. Wendling with 768,398 withheld votes.

  • · Five director nominees were elected: Keith D. Brophy, Michael J. Burke, Jr., Bruce John Essex, Jr., Steven T. Krause, and Michelle M. Wendling.
  • · For director elections, broker non-votes totaled 2,457,466 for all nominees.
  • · Keith D. Brophy received 8,633,871 votes 'For' and 725,074 'Withheld' (92.25% for).
  • · Michael J. Burke, Jr. received 8,962,842 'For' and 396,103 'Withheld' (95.77% for).
  • · Bruce John Essex, Jr. received 9,015,713 'For' and 343,232 'Withheld' (96.33% for).
  • · Steven T. Krause received 9,021,395 'For' and 337,550 'Withheld' (96.39% for).
  • · Michelle M. Wendling received 8,590,547 'For' and 768,398 'Withheld' (91.78% for).
  • · Advisory vote on executive compensation: 8,775,182 For, 403,896 Against, 179,867 Abstain, 2,457,466 broker non-votes.
  • · Ratification of Plante & Moran PLLC: 11,633,562 For, 171,748 Against, 11,101 Abstain (98.45% for).
  • · The next advisory vote on executive compensation will occur at the 2027 Annual Meeting.
NEWMARK GROUP, INC. 8-K neutral materiality 4/10

22-05-2026

Newmark Group, Inc. appointed Kyle S. Lutnick as Chief Strategy Officer, a newly created executive role focused on firmwide strategy, data, AI, and technology. The company also established a new Strategy Committee. While the appointment signals investment in growth and innovation, no financial metrics or performance data were disclosed in this filing.

  • · Kyle Lutnick has been a director of Newmark since February 2025 and will retain that role.
  • · Lutnick is also Executive Vice Chairman of Cantor Fitzgerald, L.P. and will continue providing services to Cantor businesses.
  • · Lutnick previously served as Global Managing Director of Knotel, Inc. and was part of Newmark's retail advisory team.
  • · Lutnick is a graduate of Stanford University.
  • · Newmark operated from over 185 offices with more than 9,600 professionals across four continents as of March 31, 2026.
  • · The company claims to be the fastest-growing commercial real estate services firm since 2011 based on peer comparison.
FIRST FINANCIAL BANCORP /OH/ 8-K neutral materiality 3/10

22-05-2026

First Financial Bancorp filed an 8-K on May 22, 2026, disclosing that its executive officers will use an investor presentation in meetings with investors and analysts. The filing includes the presentation as Exhibit 99.1 but does not provide any specific financial figures or performance data.

  • · The filing is a Regulation FD disclosure under Item 7.01.
  • · The investor presentation is attached as Exhibit 99.1 and is not deemed 'filed' for Exchange Act purposes.
  • · The report was signed by James M. Anderson, Executive Vice President and CFO.
PROVIDENT FINANCIAL SERVICES INC 8-K positive materiality 3/10

22-05-2026

Provident Financial Services held its 2026 Annual Meeting on May 21, 2026, with 84.78% of eligible shares represented. Stockholders elected four directors, approved executive compensation on an advisory basis, and ratified KPMG as auditor for 2026. All proposals passed with strong support, though director Edward J. Leppert received the highest withhold votes (3,891,573).

  • · Director Edward J. Leppert received 3,891,573 withhold votes, the highest among nominees.
  • · Ratification of KPMG as auditor passed with 107,878,073 votes for, 2,278,483 against, and 327,654 abstentions.
  • · Advisory vote on executive compensation had 92,047,334 for, 2,896,413 against, and 661,591 abstentions.
  • · Broker non-votes were 14,878,872 for director elections and the advisory vote, but zero for auditor ratification.
Bain Capital Specialty Finance, Inc. 8-K mixed materiality 4/10

22-05-2026

Bain Capital Specialty Finance, Inc. (BCSF) held its 2026 Annual Meeting on May 21, 2026, where stockholders re-elected all three Class I directors (Amy Butte, Thomas A. Hough, and Clare S. Richer) and ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026. However, Amy Butte received significant opposition with 7.8 million votes against (24.8% of votes cast), while the other two directors faced minimal dissent. The auditor ratification passed overwhelmingly with 99.5% support.

  • · Record date for the meeting was April 10, 2026, with 64,868,506.64 shares outstanding.
  • · A quorum was present as more than one-third of outstanding shares were represented.
  • · Broker non-votes totaled 20,221,676 shares for each director proposal, indicating significant institutional or discretionary voting.
  • · The auditor ratification had no broker non-votes (Not Applicable), as it is considered a routine matter.
FLAGSTAR BANK, NATIONAL ASSOCIATION DEFA14A neutral materiality 6/10

22-05-2026

Flagstar Bank filed a supplemental proxy statement (DEFA14A) on May 22, 2026, disclosing leadership updates effective May 18, 2026. Joseph M. Otting relinquishes the President role but remains Executive Chairman and CEO, while Richard Raffetto and Lee Smith become Co-Presidents and Co-COOs. The filing also corrects an omission regarding proxy solicitor fees ($25,000 to Innisfree M&A Incorporated).

  • · The supplemental filing corrects an inadvertent omission of proxy solicitor fees: $25,000 plus out-of-pocket expenses to Innisfree M&A Incorporated.
  • · Mr. Otting's amended employment agreement runs through March 6, 2028, with potential extension by mutual agreement.
  • · If Mr. Otting is terminated without cause or resigns for good reason before March 6, 2028, he receives two times base salary and target bonus.
  • · Mr. Otting will receive one times base salary and bonus in exchange for post-employment restrictive covenants after March 6, 2028.
  • · Messrs. Raffetto, Smith, and Nguyen receive no additional compensation for their new roles.
CVB FINANCIAL CORP 8-K positive materiality 3/10

22-05-2026

CVB Financial Corp. held its 2026 Annual Meeting on May 20, 2026, where all ten director nominees were elected and all three proposals (director elections, say-on-pay, and auditor ratification) were approved. The say-on-pay proposal received 92.1 million votes for and 6.5 million against, with 0.3 million abstentions, indicating strong but not unanimous support.

  • · All director nominees received over 94.7 million votes for, with the lowest being Hal W. Oswalt at 94,760,819.
  • · Broker non-votes were 15,839,830 for all director elections and the say-on-pay proposal.
  • · Ratification of KPMG as auditor received 114,187,433 votes for, 403,538 against, and 105,783 abstentions, with no broker non-votes.

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