US Corporate Distress Financial Stress SEC Filings — May 11, 2026

USA Corporate Distress & Bankruptcy

By Gunpowder Editorial ·

42 high priority 42 total filings analysed

Executive Summary

Across 42 filings in the USA Corporate Distress & Bankruptcy stream, overarching themes include a surge in capital raisings (debt/equity offerings in 15+ companies) to bolster liquidity amid mixed Q1 2026 results, with revenue growth in select firms (e.g., Cronos +40% YoY) offset by declines (Buzzfeed -12.4% YoY, ZoomInfo NRR 90%) and margin compressions (Cronos -1pp gross margin, FS KKR higher non-accruals 4.2%).

Distress signals proliferate with 4 delisting notices/threats (Purple, Picard, Allied Gaming), 2 major cybersecurity incidents (CB Financial, West Pharmaceutical), and guidance cuts (ZoomInfo FY rev lowered to $1.185-1.205B from $1.247-1.267B), but countered by M&A positives (Emerald 42% premium buyout) and capital returns (FS KKR $300M buyback, Cronos $50M repurchase renewal). Period-over-period trends show NAV declines (FS KKR -10% QoQ to $18.83), EBITDA improvements in cannabis (Cronos +122% YoY), but operational disruptions from cyber/closures (Autoliv $142M charge). Portfolio-level patterns reveal small-cap vulnerability (delistings, equity raises at discounts), BDC resilience via value actions, and financing optimism (e.g., Ares, Booking €1.9B notes). Market implications: Opportunities in turnaround financings but heightened risks from cyber, listings, and weakening metrics signal broader distress monitoring.

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

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Corporate Distress Financial Stress SEC Filings digest from May 08, 2026.

Investment Signals (12)

  • NII $0.42/share (-13% QoQ from $0.48), NAV $18.83 (-10% QoQ), but $150M preferred investment, $150M tender at $11/share, $300M buyback to June 2027, 50% fee waiver

  • Apollo buyout at $5.03/share (42% premium), $1.5B EV, combine with Questex for 160 events, Q2 div $0.015/share June 1

  • Q1 rev $45.2M (+40% YoY), EBITDA $5.1M (+122% YoY), #1 market shares in Canada/Israel, $50M buyback renewal, CanAdelaar close Sept 9 2026

  • $450M ABS financing at ~5.2% cost (vs higher debt), revolving 24 months, supports ops post $562.6M loans

  • $725M credit facility to 2031 (up from $650M), funds capex/working capital, 35 yrs div increases

  • $250M conv notes + $117M equity = $359M net proceeds, no declines, conv price $24.65

  • Sold Trinity for $8M ($5M cash + $3M notes), redeploy to core, positive exit

  • €1.9B senior notes (3.5-4.5%), repay $450M revolver, general purposes

  • Credit facility to $260M (+accordion $340M), maturity to 2030, rates down 35-40bps (SOFR+1.30-1.90%)

  • Q1 rev $310.2M (+1.5% YoY), op income +15% to $57.9M (19% margin), but FY guidance cut, $90.5M buyback [MIXED/BEARISH]

  • Q1 rev -12.4% YoY to $31.6M, adj EBITDA -$7.8M (worse YoY), but $120M Allen investment for 52% stake [MIXED/BEARISH]

  • Plant closure $142M Q2 charge (2,200 jobs), but $40M annual savings 2027+, Q2 div $0.87/share June 8/9 [MIXED/BEARISH]

Risk Flags (10)

Opportunities (10)

Sector Themes (6)

  • Financing Surge Amid Distress

    20/42 filings involve debt/equity raises (e.g., Ares 5.55% notes 2030, Booking €1.9B, Viridian $359M), often at favorable terms (UMH -40bps), signaling liquidity hoarding vs bankruptcy risk

  • Cybersecurity Vulnerabilities Rising

    2 material incidents (CB Financial AI data breach, West global encryption May 4), no quantified impact yet but ops disruptions; 0 YoY comps but cluster in financials/pharma flags sector risk

  • Delisting Pressures on Small Caps

    4 notices (Purple bid <$1 30 days, Picard equity <$4M, Allied Item 3.01, MGT $0.001 shares), bylaws tweaks (quorum cuts), equity deficiencies from losses signal microcap distress

  • Mixed Q1 Margins/Revenue

    6/10 with metrics show rev growth (Cronos +40% YoY) but compressions (ZoomInfo op CF -4%, FS KKR non-accruals +4.2%, Buzzfeed adj EBITDA worse); avg rev +10% but margins -50bps where reported

  • Capital Returns in Stress

    Buybacks/divs persistent (Cronos $50M renewal/13M shares repurchased, FS KKR $300M+$150M tender, Autoliv $0.87 Q2 div), 5/42 announce despite declines, prioritizing shareholders

  • M&A/Strategic Deals Active

    Premium buyouts (Emerald 42%), sales (Kingsway $8M), acquisitions (Unusual Machines $52M), signaling consolidation in events/robotics amid distress

Watch List (8)

Filing Analyses (42)
BOXABL Inc. 8-K neutral materiality 9/10

11-05-2026

BOXABL Inc. filed a Form 8-K on May 11, 2026, under Items 1.01 and 9.01, announcing entry into a material definitive agreement. Details of the agreement are provided in Exhibit 2.1. No financial terms, performance metrics, or other quantitative details were disclosed in the provided filing content.

  • · Filing Type: 8-K
  • · Subcategory: Material Agreement Entry
Horizon Kinetics Holding Corp 8-K positive materiality 8/10

11-05-2026

On May 5, 2026, Horizon Kinetics Holding Corporation (HKHC) and Horizon Kinetics Asset Management LLC entered into a Board Representative Agreement with Texas Pacific Land Corporation (TPL), pursuant to which Peter Doyle was nominated as HKHC's designee and appointed to the TPL Board on May 6, 2026, ahead of TPL's 2026 annual stockholders' meeting. Mr. Doyle was also appointed to TPL's strategic acquisitions committee. The agreement includes mutual non-disparagement clauses and standstill provisions limiting Horizon's activist activities and TPL's statements against Horizon.

  • · Agreement filed by TPL with SEC on May 6, 2026: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001811074/000181107426000033/tpl-20260505.htm
  • · Standstill applies for as long as HK Designee serves on TPL Board through next stockholders' meeting
  • · Mutual restrictions prohibit public/private disparagement and certain nomination, proxy solicitation, or proposal activities
FS KKR Capital Corp 8-K mixed materiality 9/10

11-05-2026

FSK reported weaker Q1 2026 results with net investment income declining to $0.42 per share from $0.48 prior quarter, NAV dropping to $18.83 per share from $20.89, and total investments falling to $12,269 million from $13,009 million amid higher non-accruals at 4.2% and increased net debt-to-equity of 131%. However, the company announced strategic value enhancement actions including a $150 million cumulative convertible preferred stock investment from a KKR subsidiary, a $150 million tender offer at $11 per share, a $300 million share repurchase program, and a 50% subordinated incentive fee waiver starting Q2. The board declared a Q2 2026 distribution of $0.42 per share.

  • · Tender offer expected to commence on or around May 12, 2026, and remain open for 20 business days.
  • · Share repurchase program expires June 1, 2027, or upon full expenditure.
  • · Q2 distribution record date June 17, 2026; payment on or about July 2, 2026.
  • · 51% of total debt outstanding is unsecured, 49% secured.
  • · Weighted average effective interest rate on debt: 5.27%.
Emerald Holding, Inc. 8-K positive materiality 10/10

11-05-2026

Apollo-managed funds have entered definitive agreements to acquire Emerald Holding, Inc. (NYSE: EEX) for $5.03 per share in cash, a 42.1% premium to the unaffected share price, implying an estimated enterprise value of $1.5 billion, and to combine it with Questex to form a B2B events platform with approximately 160 events. The Emerald Board unanimously approved the transaction, supported by Onex (over 90% owner), with completion expected in H2 2026, after which Emerald will delist and become private. Additionally, the Board declared a quarterly dividend of $0.015 per share payable June 1, 2026, and cancelled the Q1 2026 earnings call.

  • · Emerald shares to delist from NYSE upon closing and become private company.
  • · Transaction subject to customary closing conditions and regulatory approvals.
  • · Goldman Sachs & Co. LLC acted as exclusive financial advisor to Emerald.
OWENS & MINOR INC/VA/ 8-K positive materiality 8/10

11-05-2026

Accendra Health, Inc., post-divestiture of its Products & Healthcare Services (P&HS) business in Dec 2025, operates as a pure-play in-home medical equipment and services provider with FY25A net revenue of ~$2.8B, diversified across diabetes (28%), sleep (27%), respiratory (16%), and other chronic categories. It serves ~2.9 million active patients via ~2,500 commercial payor contracts, an 81% commercial payor mix, and access to ~85% of the U.S. population through >250 locations and ~23,500 daily home deliveries. While DME Medicare categories remain unaffected, ~6-7% payor exposure may be impacted by CMS ruling.

  • · National Preferred Provider Agreement with Optum Health activated Sept 2025
  • · Acquisitions: Byram (Aug 2017), Apria (Mar 2022)
  • · Rated Best Overall Diabetes Supplier 2020-2024
  • · Net Promoter Scores 2-3x healthcare benchmarks
  • · Access to 290M covered lives
Cronos Group Inc. 8-K mixed materiality 9/10

11-05-2026

Cronos Group reported record Q1 2026 net revenue of $45.2 million, up 40% YoY from $32.3 million, driven by strong growth in Israel (+53%) and international markets outside Israel (+97%), with Adjusted EBITDA improving 122% to $5.1 million. However, gross margin declined 1pp to 42% and Adjusted Gross Margin fell 2pp to 42%, while capital expenditures dropped 87% to $2.0 million. The company renewed a $50 million share repurchase program and extended the CanAdelaar acquisition closing to September 9, 2026.

  • · Spinach® achieved #1 market share in Canadian vapes (9.8% total, 11.1% cartridges) and #1 in edibles (20.8%) in Q1 2026.
  • · PEACE NATURALS® is #1 cannabis brand in Israel for ninth consecutive quarter.
  • · From May 14, 2025 through May 6, 2026, repurchased 13,394,475 shares for $33.5 million.
  • · CanAdelaar SPA amended to extend closing Long Stop Date to September 9, 2026.
AUTOLIV INC 8-K mixed materiality 8/10

11-05-2026

Autoliv approved a plan to close its manufacturing plants in Türkiye, expecting a $142 million pre-tax charge in Q2 2026 ($13 million non-cash, $129 million cash primarily for severance impacting 2,200 employees), due to excess EMEA capacity, though it anticipates $40 million in annual pre-tax savings beginning 2027 and fully realized in 2028. The 2026 Annual Meeting saw directors elected with majority votes (ranging 51.6M to 53.3M for, up to 2.1M withheld), advisory approval of executive compensation (52.5M for vs. 0.86M against), and auditor ratification (48.4M for vs. 5.9M against out of 74.9M shares present). The Board also declared a Q2 2026 dividend of $0.87 per share, payable June 8/9 to record holders as of May 20.

  • · Severance costs calculated using weighted-average projected FX rate of 53 Turkish Lira per USD
  • · Director election votes: Mikael Bratt (53,232,327 for, 504,185 withheld); Laurie Brlas (53,208,971 for, 527,541 withheld); Jan Carlson (51,816,134 for, 1,920,378 withheld); Leif Johansson (51,643,917 for, 2,092,595 withheld); Adriana Karaboutis (53,348,757 for, 387,755 withheld); Frédéric Lissalde (52,993,485 for, 743,027 withheld); Xiaozhi Liu (53,021,666 for, 714,846 withheld); Gustav Lundgren (53,168,487 for, 568,025 withheld); Thaddeus Senko (53,318,316 for, 418,196 withheld)
  • · Advisory vote on executive compensation: 52,468,386 for, 863,561 against, 404,565 abstentions
  • · Auditor ratification: 48,356,171 for, 5,916,333 against, 336,037 abstentions
ZoomInfo Technologies Inc. 8-K mixed materiality 9/10

11-05-2026

ZoomInfo reported Q1 2026 GAAP revenue of $310.2 million, up 1.5% YoY from $305.7 million, with GAAP operating income increasing 15% to $57.9 million (19% margin) and adjusted operating income rising 9% to $109.7 million (35% margin). However, cash flow from operations declined 4% YoY to $114.7 million, unlevered free cash flow fell 4% to $119.7 million, net revenue retention stood at 90%, and customers with $100k+ ACV decreased by 21 QoQ despite a 32 YoY increase to 1,900. The company repurchased 13.1 million shares for $90.5 million and lowered FY2026 revenue guidance to $1.185-1.205 billion from prior $1.247-1.267 billion.

  • · Named Leader in The Forrester Wave™: Marketing and Sales Data Providers for B2B, Q1 2026, with highest current offering score and top scores in 20/27 criteria.
  • · Ranked No. 1 in 142 G2 Spring 2026 Reports across sales intelligence, buyer intent data, and lead capture.
  • · Q2 2026 GAAP Revenue guidance: $300-303 million.
  • · Upcoming investor conferences: Needham (May 14), J.P. Morgan (May 18), Jefferies (May 27), Stifel (Jun 2), DA Davidson (Jun 11), all 2026.
ARES CAPITAL CORP 8-K positive materiality 8/10

11-05-2026

Ares Capital Corporation entered into a Purchase Agreement dated May 4, 2026, with BofA Securities, Inc., J.P. Morgan Securities LLC, and other underwriters for the issuance and sale of 5.550% Notes due 2030. Concurrently, the Company entered into an interest rate swap with JPMorgan Chase Bank, N.A., with a notional amount of $800,000,000, under which it receives fixed interest at 5.550% and pays floating interest based on one-month SOFR + 1.69950%, maturing on January 15, 2030. A Sixth Supplemental Indenture was executed on May 11, 2026, relating to these notes.

  • · Sixth Supplemental Indenture dated May 11, 2026, between the Company and U.S. Bank Trust Company, National Association
  • · Original Indenture dated May 13, 2024 (incorporated by reference from Form 10-Q filed July 30, 2024)
Blue Owl Credit Income Corp. 8-K neutral materiality 6/10

11-05-2026

Blue Owl Credit Income Corp. disclosed Amendment No. 5 to the Credit Agreement for its borrower entity Core Income Funding VI LLC, dated May 5, 2026, amending the original agreement from August 29, 2023. The amendment updates lender commitments as per Schedule G, confirms satisfaction of all coverage tests, collateral quality tests, concentration limitations, and no defaults or events of default before or after the changes. All parties, including The Bank of Nova Scotia as Administrative Agent and multiple lenders, executed the agreement with standard conditions precedent met, including fees paid and rating condition satisfied.

  • · Original Credit Agreement dated August 29, 2023; prior amendments on March 1, 2024; November 12, 2024; April 22, 2025; October 10, 2025.
  • · Conditions precedent include execution by all parties, payment of fees, officer's certificates confirming no defaults and test compliance, satisfaction of Rating Condition, legal opinions, and account setups.
Viridian Therapeutics, Inc.\DE 8-K positive materiality 9/10

11-05-2026

Viridian Therapeutics, Inc. completed a $250,000,000 aggregate principal amount public offering of 1.75% Convertible Senior Notes due 2032, including the full exercise of the $25,000,000 underwriters' option, generating net proceeds of approximately $242,000,000. Concurrently, the company closed an equity offering of 7,352,942 shares of common stock at $17.00 per share, yielding net proceeds of approximately $117,000,000. These offerings, which closed on May 11, 2026, provide total net proceeds of about $359,000,000 with no reported declines or flat performance.

  • · Notes accrue interest semiannually on May 15 and November 15, beginning November 15, 2026.
  • · Initial conversion price approximately $24.65 per share.
  • · Notes mature on May 15, 2032.
  • · Convertible Notes Offering and Equity Offering agreements dated May 6, 2026; both closed May 11, 2026.
  • · Equity Underwriters granted 30-day option to purchase up to 1,102,941 additional shares (exercise status not specified).
CREDIT ACCEPTANCE CORP 8-K positive materiality 9/10

11-05-2026

Credit Acceptance Corporation (CACC) announced the completion of a $450.0 million asset-backed non-recourse secured financing on May 5, 2026, involving the conveyance of loans valued at approximately $562.6 million to a wholly owned special purpose entity. The financing issues three classes of notes totaling $450.0 million with interest rates of 4.65% (Class A), 4.96% (Class B), and 5.28% (Class C), and an expected average annualized cost of approximately 5.2% including upfront fees. Proceeds will repay higher cost outstanding indebtedness and support general corporate purposes, with the structure revolving for 24 months before amortizing based on loan cash flows.

  • · Note Class A: average life 2.50 years, price 99.99851%
  • · Note Class B: average life 3.20 years, price 99.97864%
  • · Note Class C: average life 3.62 years, price 99.98232%
  • · Financing revolves for 24 months then amortizes based on conveyed loan cash flows
  • · Structure preserves dealers’ rights to future payments of dealer holdback
MCGRATH RENTCORP 8-K positive materiality 8/10

11-05-2026

McGrath RentCorp (Nasdaq: MGRC) completed a $725 million five-year credit facility maturing May 8, 2031, replacing its existing $650 million line of credit, arranged by Bank of America N.A. as lead with U.S. Bank N.A. and Wells Fargo Bank N.A. as co-arrangers. Proceeds will fund working capital, capital expenditures, and general corporate purposes. No declines or flat metrics reported in this financing update.

  • · Facility matures on May 8, 2031
  • · Company founded in 1979, headquartered in Livermore, California
  • · 35 consecutive years of annual dividend increases
  • · Over 45 years of experience
Purple Innovation, Inc. 8-K negative materiality 10/10

11-05-2026

On May 5, 2026, Purple Innovation, Inc. received a Nasdaq delisting determination for failing to comply with the Minimum Bid Price Requirement, as its Class A common stock bid price closed below $1.00 for 30 consecutive business days, following an initial notice on November 5, 2025, and a 180-day compliance period ending May 4, 2026. The company plans to appeal by May 12, 2026, to stay the suspension scheduled for May 14, 2026, and intends to pursue a reverse stock split, though no assurance of success is provided. No financial performance metrics or period-over-period comparisons are disclosed.

  • · Initial Nasdaq notification date: November 5, 2025
  • · Compliance period: 180 calendar days until May 4, 2026
  • · Appeal deadline: May 12, 2026
  • · Potential suspension date: May 14, 2026, stayed pending hearing
  • · Trading symbol: PRPL
  • · Commission File Number: 001-37523
CB Financial Services, Inc. 8-K negative materiality 8/10

11-05-2026

CB Financial Services, Inc. disclosed a material cybersecurity incident on May 5, 2026, where its subsidiary Community Bank handled non-public customer information—including names, social security numbers, and dates of birth—using an unauthorized AI-based software application. The company promptly initiated an investigation with external advisors, notified regulators, and began required customer notifications, with no disruptions to operations, customer access, payment systems, or core IT infrastructure. As of the filing, the incident has not had, and is not expected to have, a material financial impact, though remediation efforts including enhanced controls are ongoing.

  • · Investigation into scope and root cause remains ongoing.
  • · Company in communication with relevant banking and financial regulators.
Vulcan Materials CO 8-K positive materiality 6/10

11-05-2026

Vulcan Materials Company announced that President Thompson S. Baker II will retire effective July 15, 2026. At the annual shareholder meeting on May 8, 2026, with 119,028,883 shares represented out of 130,462,251 eligible, shareholders elected directors Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, and George A. Willis to three-year terms; approved the advisory vote on named executive officer compensation; and ratified Deloitte & Touche LLP as the independent auditor for 2026. All proposals passed with strong majorities, though director James T. Prokopanko received the lowest support at approximately 93% of votes cast.

  • · Proposal 1 Election - Melissa H. Anderson: 111,842,430 For, 949,255 Against, 44,283 Abstentions
  • · Proposal 1 Election - O. B. Grayson Hall, Jr.: 108,908,845 For, 3,882,105 Against, 45,018 Abstentions
  • · Proposal 1 Election - James T. Prokopanko: 104,648,897 For, 8,142,333 Against, 44,738 Abstentions
  • · Proposal 1 Election - Ronnie A. Pruitt: 112,188,291 For, 603,165 Against, 44,512 Abstentions
  • · Proposal 1 Election - George A. Willis: 111,112,885 For, 1,677,693 Against, 45,390 Abstentions
  • · Proposal 2 Say on Pay: 108,975,317 For, 3,698,724 Against, 161,927 Abstentions
  • · Proposal 3 Auditor Ratification: 113,884,236 For, 5,106,545 Against, 38,102 Abstentions
Odyssey Therapeutics, Inc. 8-K neutral materiality 6/10

11-05-2026

Odyssey Therapeutics, Inc. adopted its Ninth Amended and Restated Certificate of Incorporation, effective upon filing on May 11, 2026, following approval by the Board of Directors and stockholder written consent. The certificate authorizes 550,000,000 shares of capital stock with a par value of $0.0001 per share, consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. It establishes a classified three-class board of directors, limits stockholder actions to meetings (no written consents), and includes standard governance provisions such as for-cause director removal requiring 66 2/3% stockholder vote.

  • · Originally incorporated on April 13, 2021; prior amendments filed on August 30, 2021; November 12, 2021; November 22, 2021; May 5, 2022; May 13, 2022; October 24, 2023; November 21, 2024; and June 16, 2025.
  • · Registered office: 1209 Orange Street, Wilmington, New Castle County, DE 19801.
  • · Special meetings of stockholders callable only by Chair, CEO, or Board; no stockholder-called meetings.
  • · No cumulative voting for directors; plurality vote election.
Hyperscale Data, Inc. 8-K mixed materiality 8/10

11-05-2026

Hyperscale Data's subsidiary Omnipresent Robotics entered into an Appendix agreement with AGIBOT PTE. LTD. to acquire up to 143 intelligent robots for deployment at the Michigan Data Center, utilizing approximately 100,000 square feet of the 617,000 square foot facility for teleoperation, VLA data processing, embodied AI training, and workforce expansion. The initiative aims to generate real-world robotics datasets and support future commercial opportunities like robotics-as-a-service. However, the company cautions there can be no assurance regarding deployment timing, commercialization, customer adoption, future revenues, or ultimate success.

  • · Partner Agreement originally executed on April 15, 2026
  • · ACG Divestiture expected in Q2 2027 via exchange of Series F Preferred Stock for ACG shares
  • · Series F shares issued to common stockholders and Series C holders on as-converted basis on December 23, 2024
Hilton Worldwide Holdings Inc. 8-K neutral materiality 8/10

11-05-2026

Hilton Worldwide Holdings Inc. (NYSE: HLT) announced that its indirect subsidiary, Hilton Domestic Operating Company Inc., intends to offer $1 billion aggregate principal amount of Senior Notes due 2031. The net proceeds will be used to repay $450 million of borrowings under the Issuer’s senior secured revolving credit facility, with the remainder allocated to general corporate purposes. The Notes are unregistered and offered only to qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S.

  • · Announcement date: May 7, 2026
  • · Filing date: May 11, 2026
  • · Notes offered pursuant to Rule 135c and not registered under Securities Act
Picard Medical, Inc. 8-K mixed materiality 8/10

11-05-2026

Picard Medical, Inc. closed a registered public offering on May 6, 2026, selling 16,666,667 shares (or pre-funded warrants) along with Series A and Series B warrants at a combined price of $0.30 per share and accompanying warrants, generating approximately $5.0 million in gross proceeds for working capital and debt repayment. However, on May 8, 2026, the company received a NYSE American notice of non-compliance with continued listing standards under Section 1003(a)(ii) due to stockholders’ equity of approximately $3.8 million as of December 31, 2025, below the required $4.0 million, stemming from losses in three of its four most recent fiscal years. The company must submit a compliance plan by June 7, 2026, with a deadline to regain compliance by November 8, 2027.

  • · Common Warrants immediately exercisable at $0.35 per share; Series A expire in 5 years, Series B in 24 months.
  • · Pre-Funded Warrants exercisable at $0.0001 per share until fully exercised.
  • · Placement Agency Agreement dated May 5, 2026; Purchase Agreement dated May 5, 2026.
  • · Lock-up: Company no new Common Stock issuance for 60 days, no variable rate transactions for 90 days; directors/officers/10%+ stockholders for 30 days.
  • · Registration Statement on Form S-1 (No. 333-295333) effective May 4, 2026.
WEST PHARMACEUTICAL SERVICES INC 8-K negative materiality 9/10

11-05-2026

West Pharmaceutical Services, Inc. disclosed a material cybersecurity incident detected on May 4, 2026, and determined material on May 7, 2026, involving data exfiltration and system encryption by an unauthorized party. The company activated incident response protocols, including taking systems offline globally, notifying law enforcement, and engaging external experts, but operations remain temporarily disrupted with full restoration timeline undetermined. The financial impact on results of operations has not yet been assessed.

  • · Incident detected on May 4, 2026; materiality determined May 7, 2026.
  • · Core enterprise systems restored; critical processes for shipping, receiving, and manufacturing restarted at some sites, with others in process.
  • · Company website statement furnished as Exhibit 99.1 (not filed).
KINGSWAY FINANCIAL SERVICES INC 8-K positive materiality 8/10

11-05-2026

Kingsway Financial Services Inc. announced the sale of its subsidiary Trinity Warranty Solutions LLC via a management buy-out for gross proceeds of $8.0 million, consisting of $5.0 million cash at closing and $3.0 million in seller notes. The transaction closed on May 8, 2026, representing a successful exit from a business that generated reliable cash flow during Kingsway's ownership. Management highlighted the positive outcome and redeployment of proceeds to core priorities, with Peter Dikeos continuing as Trinity's leader.

  • · Transaction closed on May 8, 2026
  • · Kingsway is the only publicly-traded US company employing the Search Fund model
Navitas Semiconductor Corp 8-K neutral materiality 8/10

11-05-2026

Navitas Semiconductor Corporation entered into a Sales Agreement on May 11, 2026, with Craig-Hallum Capital Group LLC and UBS Securities LLC, enabling an at-the-market offering of up to $125.0 million of Class A common stock through methods including direct Nasdaq sales. Sales Agents will receive up to 3.0% of gross proceeds as compensation. The Company also provided notice on May 8, 2026, terminating its prior Open Market Sale Agreement with Jefferies LLC, which had expired in July 2025.

  • · Sales Agreement filed as Exhibit 1.1; Legal Opinion of Cozen O’Connor as Exhibit 5.1.
  • · Agreement pursuant to shelf registration statement on Form S-3ASR (File No. 333-295754), effective May 11, 2026.
  • · Previous Jefferies Sales Agreement dated March 19, 2025, terminated per Section 7(a).
BuzzFeed, Inc. 8-K mixed materiality 9/10

11-05-2026

BuzzFeed entered into a transaction agreement with Allen Family Digital, LLC for a $120 million majority stake investment via 40 million shares at $3.00 per share, resulting in approximately 52% ownership upon closing expected by end of May 2026, with Byron Allen assuming roles as Chairman and CEO and Jonah Peretti transitioning to President of BuzzFeed AI. Q1 2026 revenues declined 12.4% YoY to $31.6 million, driven by advertising down 19.8% to $17.1 million and commerce down 32.0% to $6.9 million, though content revenue rose 69.1% to $7.5 million; net loss widened to $15.1 million from $12.5 million and Adjusted EBITDA deteriorated to negative $7.8 million from negative $5.9 million. Total audience time spent fell 10.7% to 60.6 million hours, but BuzzFeed brand time spent increased 10% YoY to 36.8 million hours, maintaining #1 position.

  • · Transaction funded with $20 million cash at closing and $100 million promissory note due five years from closing accruing 5% annual interest.
  • · HuffPost Q1 2026 U.S. time spent: 15.5 million hours, outperforming competitors like The New Yorker (4.0M), Vanity Fair (3.4M), New York Magazine (2.8M), Vox.com (1.3M), Bustle.com (0.8M).
  • · BuzzFeed #1 in U.S. time spent among competitive set, outpacing People (33.0M hours).
  • · No full year 2026 financial guidance provided; update expected in coming months.
  • · Filing date: May 11, 2026; Q1 ended March 31, 2026.
Booking Holdings Inc. 8-K positive materiality 9/10

11-05-2026

Booking Holdings Inc. issued €1,900,000,000 aggregate principal amount of senior notes in a registered public offering, comprising €600,000,000 of 3.500% Senior Notes due 2030, €700,000,000 of 4.000% Senior Notes due 2034, and €600,000,000 of 4.500% Senior Notes due 2039. The issuance followed an underwriting agreement dated May 5, 2026, with officers' certificates executed on May 11, 2026, under the 2017 Base Indenture. Interest on all notes accrues at their respective rates, payable annually starting May 11, 2027, with optional redemption provisions prior to par call dates.

  • · Notes are general senior unsecured obligations ranking equally with other senior unsecured debt.
  • · Redemption prior to par call dates (one month for 2030 Notes, three months for 2034/2039 Notes) at make-whole price plus accrued interest; at par thereafter.
  • · Agency Agreement appoints U.S. Bank Europe DAC, UK Branch as paying agent and U.S. Bank Trust Company, National Association as transfer agent.
Cantor Equity Partners III, Inc. 8-K positive materiality 8/10

11-05-2026

Cantor Equity Partners III, Inc. (CAEP) entered into a Forward Purchase Agreement on May 11, 2026, with Harraden Circle investors (HCI, HCSO, HCSI, HCC) for the prepaid purchase of up to 5,000,000 Class A ordinary shares at the per-share redemption price upon closing of its pending Business Combination with AIR Limited and AIR Holdings Limited (Pubco). The agreement includes post-closing sales by the Seller with settlements based on sales prices above $15, a 6-month maturity extendable up to 12 months, and waiver of redemption rights. In connection with the Business Combination closing, CAEP plans to waive lock-up restrictions on up to 1.5 million Class B ordinary shares held by Cantor EP Holdings III, LLC to meet Nasdaq listing requirements.

  • · Seller receives Prepayment Amount from CAEP's trust account on the earlier of one business day after Business Combination closing or trust disbursement date.
  • · Settlement on Terminated Shares: Terminated Shares × (Initial Price + max(0, Average Price - $15)).
  • · Maturity date: earlier of 6 months post-closing or 10 Exchange Business Days after Pubco acceleration notice (effective no earlier than 3 months post-closing); extendable twice by 3 months each.
  • · Sales restrictions: no sales below minimum price or exceeding volume limits; same-day notification of sales required.
Travere Therapeutics, Inc. 8-K neutral materiality 9/10

11-05-2026

Travere Therapeutics announced a proposed offering of $400 million aggregate principal amount of convertible senior notes due 2032, with a 30-day underwriter option for up to an additional $60 million to cover over-allotments, primarily to repurchase a portion of its outstanding 2.25% convertible senior notes due 2029. Proceeds will also fund general corporate purposes including commercialization, R&D, and working capital. The offering is subject to market conditions, with no assurance on the amount or pricing of 2029 Notes repurchases, and potential volatility from hedged holders unwinding positions.

  • · Notes are senior unsecured obligations accruing semiannual interest; convertible into cash, common stock, or combination at Travere's election.
  • · 2029 Notes are 2.25% senior convertible notes; repurchases negotiated with certain holders, terms TBD.
  • · Hedged holders of 2029 Notes may unwind hedges by buying common stock or derivatives, potentially impacting stock price and Notes conversion price.
  • · Offering registered under Securities Act via Form S-3 filed August 1, 2024; preliminary prospectus supplement filed with SEC.
MGT CAPITAL INVESTMENTS, INC. 8-K neutral materiality 5/10

11-05-2026

MGT Capital Investments, Inc. entered into Securities Purchase Agreements with accredited investors for a private placement of up to $500,000 in common stock at $0.001 per share, conducted on a rolling closing basis terminating July 31, 2026 (extendable to August 30, 2026). As of May 5, 2026, the company closed $150,000 of the offering, issuing 150,000,000 shares to three investors for general working capital purposes. The shares were issued as restricted securities under exemptions from registration pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D.

  • · Purchase price per share: $0.001
  • · Earliest event date: April 8, 2026
  • · Principal executive offices: 540 Montreal Ave. Suite 133, Melbourne, Florida 32935
  • · Registrant state of incorporation: Delaware
  • · Commission File Number: 001-32698
  • · I.R.S. Employer Identification No.: 13-4148725
Odyssey Health, Inc. 8-K negative materiality 8/10

11-05-2026

Odyssey Health, Inc. received formal notice on May 6, 2026, from NeuRX Health, Inc. stating that the definitive agreement dated October 14, 2025, and closed on April 21, 2026, for the BreastCheck product is immediately cancelled due to NeuRX's breach of obligations with Davion Healthcare Plc. NeuRX failed to obtain required approvals prior to sublicensing the product to Odyssey and breached representations and warranties regarding consents. No financial terms or impacts from the cancellation are disclosed in the filing.

  • · Agreement originally dated October 14, 2025, and closed on April 21, 2026.
  • · Filing signed on May 11, 2026.
Allied Gaming & Entertainment Inc. 8-K neutral materiality 8/10

11-05-2026

Allied Gaming & Entertainment Inc. (AGAE) filed an 8-K on May 11, 2026, covering Items 3.01 (Notice of Delisting or Failure to Satisfy a Listing Rule), 5.03 (Amendments to Bylaws), 7.01, and 9.01. The filing includes Exhibit 3.1, Amendment No. 2 to the Amended and Restated Bylaws, which amends Section 2.5 to establish a quorum for stockholder meetings at one-third of the voting power of issued and outstanding shares entitled to vote, with similar provisions for class votes and detailed adjournment procedures. No financial metrics or performance changes are reported.

  • · Filing includes notice of delisting or failure to satisfy listing rule (Item 3.01).
  • · Quorum once established is not broken by withdrawal of votes leaving less than quorum.
  • · Adjournment notice required if more than 30 days or new record date fixed.
CarParts.com, Inc. 8-K neutral materiality 6/10

11-05-2026

CarParts.com, Inc. announced the termination of its Tax Benefits Preservation Plan (NOL Rights Plan), accelerating the expiration to May 12, 2026, from the original April 5, 2027, to preserve federal NOL carryforwards by deterring ownership changes. The Board decision aims to regain Nasdaq listing compliance and address shareholder feedback on corporate governance. No action is required from stockholders.

  • · Headquartered in Torrance, California.
  • · Investor Relations contact: IR@carparts.com
International Seaways, Inc. 8-K neutral materiality 7/10

11-05-2026

International Seaways, Inc. entered into an Equity Distribution Agreement dated May 11, 2026, with BTIG, LLC, B. Riley Securities, Inc., Clarksons Securities, Inc., and Fearnleys Securities, Inc. to issue and sell up to $200,000,000 of common stock in at-the-market offerings, with sales agents receiving up to 3.0% commission. The company terminated its prior Equity Distribution Agreement dated December 20, 2023, with Evercore Group L.L.C. and Jefferies LLC for up to $100,000,000, under which no shares were sold. As of the filing date, no shares have been sold under the new agreement.

  • · Prospectus supplement filed May 11, 2026; automatic shelf registration on Form S-3 (File No. 333-292313) filed December 19, 2025.
  • · Sales, if any, to be made on NYSE or other permitted methods; company may suspend or terminate at any time.
Welsbach Technology Metals Acquisition Corp. 8-K positive materiality 9/10

11-05-2026

Evolution Metals & Technologies Corp. (EM&T) has secured a flexible, multi-tranche convertible facility of up to $100 million from Yorkville Advisors Global, LP to fund expansion of commercial operations, including increased production of high-performance rare earth magnets and development of a U.S. industrial campus. David Wilcox, Executive Chairman, highlighted the investment's role in advancing U.S. critical materials production ex-China. Clear Street LLC served as sole advisor and placement agent.

  • · Investment structured as debentures convertible into common stock, subject to Nasdaq rules and including registration rights.
  • · EM&T focused on non-China dependent supply chain from end-of-life electronics, batteries, and concentrates to finished magnets.
  • · Filing date: May 11, 2026
Brand Engagement Network Inc. 8-K positive materiality 7/10

11-05-2026

Brand Engagement Network, Inc. (BEN) announced a strategic investment of up to $1,000,000 in Accelevate Solutions, including an initial $250,000 payment, to advance AI in fleet operations via a commercial collaboration. This pairs BEN's AI with Accelevate's fleet infrastructure, entering the commercial fleet market with billions in annual tech spend. BEN was also granted U.S. Patent No. 12,581,163 for delivering user-specific messages in dynamic environments.

  • · U.S. Patent No. 12,581,163: 'Systems and Methods for Delivering User-Specific Messages'
  • · Announcement date: April 22, 2026
  • · SEC 8-K filing date: May 11, 2026
  • · Accelevate platform available on Geotab Marketplace
Synergy CHC Corp. 8-K positive materiality 8/10

11-05-2026

Synergy CHC Corp. entered into an Equity Purchase Agreement with Hudson Global Ventures, LLC on May 8, 2026, providing the Company with the right to sell up to $36,000,000 of common stock over 24 months, subject to volume and pricing limitations at a 95% discount to market prices. As consideration, the Company issued a warrant for 1,540,000 shares exercisable at $0.01 per share for five years and paid $20,000 to the Investor's legal counsel. The agreement includes a 4.99% beneficial ownership cap, an Exchange Cap requiring shareholder approval for excess issuances, and obligations to file a resale registration statement within 30 days.

  • · Warrant exercisable from May 8, 2026, to five years thereafter, but auto-extinguishes if Common Stock becomes a 'penny stock' per SEC Rule 3a51-1.
  • · Registration Rights Agreement requires SEC registration statement filing within 30 days of May 8, 2026, and effectiveness within 90 days.
  • · Company restricted from other Equity Lines of Credit for 24 months or until Purchase Agreement terminates; Variable Rate Transactions require Investor right of first refusal, potentially reducing purchase price discount to 90%.
GigCapital7 Corp. 8-K neutral materiality 7/10

11-05-2026

GigCapital7 Corp. adopted a new Certificate of Incorporation dated May 8, 2026, filed via 8-K on May 11, 2026, authorizing 625,000,000 total shares consisting of 600,000,000 shares of Common Stock (par $0.0001), 15,000,000 shares of Class B Common Stock (par $0.0001), and 10,000,000 shares of Preferred Stock (par $0.0001). Class B shares grant exclusive voting rights for director elections pre-Business Combination and convert one-for-one to Common Stock upon consummation of a Business Combination with targets valued at least at 80% of Trust Account net assets. The certificate includes detailed provisions on voting, dividends, liquidation, redemptions, treasury shares, and warrants without any reported financial impacts or performance metrics.

  • · Registered office: 1209 Orange Street, Corporation Trust Center, Wilmington, DE 19801.
  • · Class B Common Stock holders have exclusive right to vote for election of Directors at annual or special meetings pre-Business Combination.
  • · Common Stock from IPO eligible for redemption in specified circumstances per prior governing documents.
  • · Board authorized to issue rights, warrants, options for capital stock with exercise price not less than par value.
Algorhythm Holdings, Inc. 8-K negative materiality 8/10

11-05-2026

Algorhythm Holdings, Inc. entered into a Forbearance Agreement with SemiCab Inc. on May 9, 2026, pursuant to which the Seller waived defaults under a $1,750,000 Promissory Note due to the Company's failure to make the $1,500,000 Initial Payment on May 2, 2026. The Seller agreed to forbear from enforcement actions related to this missed payment until June 16, 2026, while the remaining $250,000 is due on November 2, 2026.

  • · Promissory Note originally issued on May 2, 2025, as part of an Equity Purchase Agreement.
  • · Forbearance covers any defaults or events of default arising on or prior to June 16, 2026, related to the missed Initial Payment.
Unusual Machines, Inc. 8-K positive materiality 9/10

11-05-2026

Unusual Machines, Inc. (NYSE American: UMAC) signed a definitive merger agreement to acquire DroneNX LLC (operating as Upgrade Energy), a manufacturer of battery and power systems for drones, for approximately $52 million in cash, stock, and performance-based earnout. The deal enhances UMAC's domestic manufacturing with Upgrade's 18,500 sq ft Torrance, CA facility and 30 personnel, plus plans for a new Orlando production site. Closing is subject to customary conditions including Upgrade's 2025 audit; the global drone accessories market is $17.5B currently, projected to reach $115B by 2032.

  • · Transaction closing subject to customary conditions, including receipt of Upgrade Energy's 2025 audit.
  • · Unusual Machines plans to add a second battery pack production facility in Orlando, FL in coming months.
Serve Robotics Inc. /DE/ 8-K mixed materiality 9/10

11-05-2026

Serve Robotics Inc. completed its acquisition of Diligent Robotics, Inc. on January 27, 2026, for a preliminary purchase price of $25.7 million, including $3.1 million in contingent earnout consideration. Pro forma combined revenues for the three months ended March 31, 2026 increased to $3.483 million from Serve's reported $2.984 million; however, the net loss widened to $51.032 million from $49.004 million, with gross loss deteriorating to $9.594 million and operating expenses rising to $45.006 million.

  • · Preliminary purchase price allocation includes $6.0M in intangible assets, $2.238M in capitalized software, and $12.474M in property and equipment for Diligent.
  • · Pro forma weighted average common shares outstanding: 75,362,234 (basic and diluted).
  • · Pro forma net loss per common share: $(0.68) vs. Serve reported $(0.65).
American Assets Trust, L.P. 8-K mixed materiality 8/10

11-05-2026

On May 11, 2026, American Assets Trust, Inc. entered into a Voting Support Agreement with the Ernest Rady Trust U/D/T March 10, 1983, Evelyn Shirley Rady Trust U/D/T March 10, 1983, and American Assets, Inc., increasing the Rady Trust Group's excepted holder limit from 19.9% to 21.9% of outstanding Common Stock while imposing voting restrictions on excess shares. Concurrently, the Board decreased the Aggregate Stock Ownership Limit and Common Stock Ownership Limit to 6.775% (in value or number, whichever more restrictive), potentially reducing public float. The Board views this as strengthening long-term alignment with Ernest Rady's interests despite concentrated ownership risks.

  • · Voting restrictions on Subject Shares (exceeding 19.9%): abstain or vote proportionally in non-contested meetings; follow Board recommendation in contested meetings.
  • · Previous Board exemption for Rady Trust Group granted January 10, 2011.
  • · Certificate of Notice to be filed with Maryland State Department of Assessments and Taxation.
CalEthos, Inc. 8-K mixed materiality 8/10

11-05-2026

CalEthos, Inc. (GEDC) and subsidiary TerraVolt Infrastructure, Inc. signed a natural gas supply agreement for 55,000 MMBTU per day to power the initial phase (200MW-240MW) of a planned AI data center campus in Southeast Idaho. This ensures stable behind-the-meter energy without grid impact, aligning with the Ratepayer Protection Pledge. However, the filing highlights significant risks including regulatory pressures, capital intensity, supply chain volatility, and equipment lead times of 18-30 months.

  • · Agreement includes comprehensive fuel management services for cost-effectiveness and reliability.
  • · Data center campus targets hyperscalers, neoclouds, and developers for faster deployment.
  • · Risks include emerging regulations protecting ratepayers, BYOP operational challenges, natural gas supply disruptions, and doubled lead times for turbines since 2021.
UMH PROPERTIES, INC. 8-K positive materiality 8/10

11-05-2026

UMH Properties, Inc. entered into a Third Amended and Restated Credit Agreement, amending and extending its unsecured revolving credit facility to $260 million in available borrowings with a $340 million accordion feature (total potential $600 million) and extending maturity from November 7, 2026, to May 7, 2030 (with optional one-year extension). The amendment reduces interest rates by 35-40 basis points (SOFR +1.30%-1.90% or prime +0.30%-0.90%) and lowers the capitalization rate on unencumbered communities from 6.5% to 6.0%, increasing borrowing base value (limited to 60% of pool value). This enhances liquidity and financial flexibility, as stated by CEO Samuel A. Landy.

  • · Syndicated with BMO, JPMorgan, and Wells Fargo as joint lead arrangers; BMO Bank, N.A. as administrative agent.
  • · Two Florida communities (363 sites) and one Pennsylvania community (113 sites) operated through JVs with Nuveen Real Estate.
  • · Communities located in NJ, NY, OH, PA, TN, IN, MD, MI, AL, SC, FL, GA.

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