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

12-05-2026

On May 6, 2026, Maison Solutions Inc. received a notice from Nasdaq's Listing Qualifications Department stating non-compliance with Nasdaq Listing Rule 5620(a) due to failure to hold an annual stockholders' meeting within one year of its fiscal year ended April 30, 2026. The company has 45 calendar days from the notice date to submit a plan to regain compliance, potentially receiving an extension of up to 180 days from the fiscal year end if accepted by Nasdaq. The company plans to submit the plan and hold the annual meeting as soon as practicable.

• · Nasdaq Listing Rule violated: 5620(a)
• · Compliance plan submission deadline: 45 calendar days from May 6, 2026
• · Potential extension period: up to 180 days from April 30, 2026
• · Fiscal year end: April 30
• · Trading symbol: MSS (Class A Common Stock, par value $0.0001 per share)
• · Emerging growth company: Yes

12-05-2026

ON Semiconductor Corporation entered into a call option transaction (Confirmation) with an unnamed Dealer to hedge its issuance of [___]% Convertible Senior Notes due 2031 with an aggregate initial principal amount of USD 1,000,000,000, potentially increasing by up to USD 150,000,000 pursuant to an overallotment option. The transaction incorporates 2002 ISDA Equity Derivatives Definitions and references an ISDA Master Agreement, with the Number of Options equal to the number of USD 1,000 principal amount Convertible Notes issued. Key terms include a Modified American option style, Strike Price of USD [_____], Premium of USD [_____], Free Convertibility Date of February 1, 2031, and Expiration Date of May 1, 2031.

• · Trade Date: [_____], 2026
• · Premium Payment Date: [_____], 2026
• · Free Convertibility Date: February 1, 2031
• · Expiration Date: May 1, 2031
• · Exchange: The Nasdaq Global Select Market
• · Number of Options equals the number of Convertible Notes in principal amount of USD 1,000 (1,000,000 Options for base issuance; 150,000 for additional)

12-05-2026

Sezzle Inc. (NASDAQ:SEZL) announced a new $300 million receivables funding facility with Mesirow Alternative Credit (f.k.a. Bastion), doubling the original $150 million committed facility that was previously expanded to $225 million via accordion. The refinancing reduces the interest rate spread to 3-month Term SOFR + 3.86% (down nearly 290 basis points from prior 6.75%), boosts the advance rate to up to 92.5% (from 90%), lowers minimum utilization to $50 million (from $60 million), and includes a $75 million accordion option over a 3-year term. CFO Lee Brading highlighted improved cost of capital and capacity to support growth.

• · Facility term: 3 years
• · Interest rate: 3-month Term SOFR + 3.86% with 2.0% SOFR floor
• · Advance rate: 85.0% or 92.5% of eligible originations based on performance
• · Unused line fee: 0.50% per annum on unused committed capacity
• · Covenants, representations, warranties, and reporting typical of receivables warehouse facility
• · Company address: 700 Nicollet Mall, Suite 640, Minneapolis, MN 55402

12-05-2026

Functional Brands Inc. entered into a Conversion Price Reduction and Waiver Agreement on May 11, 2026, with holders of its Series C Convertible Preferred Stock, reducing the conversion price to $0.1636 per share during the Fixed Conversion Period and waiving the prohibition on below-price conversions. The agreement mandates filing an amendment to the Series C Certificate within three business days and capitalizes any unpaid Cash Consideration from the March 9, 2026 Exchange Agreement as unsecured additional principal on holders' exchange notes, convertible at 100% of the prior day's market price. This adjustment replaces prior tiered pricing and may increase potential share dilution without offsetting positives disclosed.

• · Series C Certificate originally filed March 12, 2026; Exchange Agreement dated March 9, 2026.
• · Company must file 8-K disclosing agreement within 30 minutes of execution.
• · Add-Back Principal on exchange notes is unsecured and excludes liens or collateral.

12-05-2026

Arvinas and Pfizer have entered into a license agreement with Rigel Pharmaceuticals for exclusive global rights to VEPPANU (vepdegestrant), the first FDA-approved PROTAC, receiving $85 million in upfront and transition payments ($70 million upfront + $15 million transition), up to $320 million in milestones, tiered royalties in the mid-teens to mid-20s, and a share of ex-US sublicensing revenue, all split evenly. Rigel will handle US launch and commercialization while contributing up to $40 million to ongoing development activities. The transaction is subject to regulatory approvals including HSR antitrust clearance.

• · VEPPANU approved by FDA for adults with ER+/HER2-, ESR1-mutated advanced or metastatic breast cancer post at least one line of endocrine therapy.
• · NCCN added VEPPANU as Category 2A treatment option on May 8, 2026.
• · Rigel owns global rights with ability to sublicense ex-US; Arvinas and Pfizer entitled to percentage of ex-US sublicensing revenue.
• · BofA Securities, Inc. acting as exclusive financial advisor to Arvinas.

12-05-2026

Coya Therapeutics, Inc. entered into a Sales Agreement with Leerink Partners LLC on May 12, 2026, enabling the company to offer and sell up to $30,000,000 in common stock through at-the-market offerings on Nasdaq or via negotiated transactions. Leerink Partners will receive a 3.0% commission on gross proceeds from sales, with customary indemnification and expense reimbursements provided. No shares have been sold to date, and the company has no obligation to sell any, with the agreement terminable at any time.

• · Sales conducted pursuant to shelf registration statement on Form S-3 (File No. 333-289511) and prospectus supplement filed May 12, 2026.
• · Agreement terminates upon sale of all Placement Shares or by mutual termination.
• · Leerink Partners' sales efforts subject to customary conditions and Nasdaq rules.

12-05-2026

On May 12, 2026, ACM Research, Inc. entered into a Securities Purchase Agreement with U.S. institutional investors managed by Tekne Capital Management, LLC, to issue and sell 2,884,615 shares of Class A common stock at $52.00 per share in a registered direct offering. The company expects to receive net proceeds of approximately $149,849,980 for U.S. and global expansion as well as general corporate purposes, with closing anticipated on or about May 15, 2026. The agreement includes a 6-month lock-up on the company's Class A common stock, subject to certain exceptions.

• · Prospectus supplement filed with the SEC on May 12, 2026 (File No. 333-278041).
• · Opinion on validity of shares issued by K&L Gates LLP, dated May 12, 2026.
• · Purchase Agreement filed as Exhibit 10.1.

12-05-2026

PROCACCIANTI HOTEL REIT, INC., through its subsidiary PHR TCI LLC, entered into a Change in Terms Agreement dated May 6, 2026, with Beacon Bank & Trust, reducing the interest rate on a $15,600,000.00 loan (original promissory note dated June 6, 2024) to 6.50% through maturity on June 6, 2027. The loan balance remains at $15,600,000.00 and is secured by a commercial mortgage on property at 263 W Grandview Parkway, Traverse City, MI 49684, and all business assets of PHR TCI LLC. No other terms were modified.

• · Original promissory note dated June 6, 2024
• · Collateral: Commercial Mortgage and Assignment of Leases and Rents on 263 W Grandview Parkway, Traverse City, MI 49684, and all business assets of PHR TCI LLC

12-05-2026

DHI Mortgage Company, Ltd., a subsidiary of D.R. Horton (DHI), entered into a Fifth Amendment to its Fourth Amended and Restated Master Repurchase Agreement effective May 6, 2026, extending the Termination Date to May 4, 2029 and adding an optional extension mechanism for up to three years (not beyond the sixth anniversary of the amendment date) if more than 50% of buyers agree. The amendment introduces a 1.90% Applicable Margin, a 0.20% per annum Non-Usage Fee on unused commitments, a minimum $1,000,000 Purchase Price Decrease, and adds Manufacturers and Traders Trust Co. and The Bank of Nova Scotia, Houston Branch as joint lead arrangers. No declines or negative changes to terms were noted.

• · Outside Transaction Termination Date is 360 days from the Purchase Date for each Transaction.
• · Extension Notices can be given up to 3 times in aggregate, not more than once per calendar year, 30-60 days before Extension Date.
• · Each Buyer decides independently on extensions; non-extending Buyers notified by Notice Date (at least 10 Business Days before Extension Date).

12-05-2026

Bread Financial Holdings, Inc. designated a new series of preferred stock, the 8.875% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, authorizing up to 138,000 shares with a $0.01 par value and $1,000 liquidation preference per share, for a total potential liquidation value of $138M. The series offers non-cumulative quarterly dividends at a fixed rate of 8.875% per annum from issuance until the First Reset Date of December 15, 2031, after which the rate resets to the Five-Year U.S. Treasury Rate plus 4.804%. Approvals were obtained via Board consent on May 4, 2026, and Pricing Committee consent on May 5, 2026, with the certificate effective May 12, 2026.

• · First dividend payment date: September 15, 2026.
• · Quarterly dividend payment dates: March 15, June 15, September 15, December 15.
• · Series B ranks senior to common stock and Series B Junior Securities, parity with Series A and other Series B Parity Securities.
• · Shares rank junior to existing or future indebtedness upon liquidation.

12-05-2026

Beauty Health Co (SKIN), through SkinHealth Systems Inc., filed an 8-K on May 12, 2026, under Item 3.01, disclosing a notice from Nasdaq regarding failure to satisfy continued listing standards. The filing includes forward-looking statements about the company's intent to regain compliance, but warns that actual results may differ materially due to risks outlined in prior SEC filings. No specific details on the listing deficiency or remediation timeline were provided.

• · References risks in Annual Report on Form 10-K for fiscal year ended December 31, 2025
• · Filing pertains to Common Stock (us-gaap:CommonStockMember)

12-05-2026

Flowserve Corporation issued $500 million aggregate principal amount of 5.700% Senior Notes due May 15, 2036, under a Sixth Supplemental Indenture with U.S. Bank Trust Company, to finance the pending Trillium Flow Acquisition. The notes carry semi-annual interest payments starting November 15, 2026, and include a Special Mandatory Redemption at 101% of principal if the acquisition is not consummated by February 4, 2027. No period-over-period financial performance data is provided in the filing.

• · Notes mature on May 15, 2036; Par Call Date is February 15, 2036.
• · Optional redemption prior to Par Call Date at greater of Treasury Rate + 20 bps (discounted to Par Call Date) or 100% of principal.
• · Indenture covenants limit liens on Principal Property and consolidations/mergers.
• · Notes are senior unsecured, rank equally with existing senior unsecured debt, effectively subordinated to subsidiary debt and secured debt.

12-05-2026

OptimizeRx reported Q1 2026 revenue of $19.8 million, down 10% YoY from $21.9 million due to MFN pricing dynamics and macroeconomic factors leading to measured customer spending. However, GAAP net loss narrowed to $(0.5) million from $(2.2) million, adjusted EBITDA increased to $3.3 million from $1.5 million, and non-GAAP net income rose to $2.7 million. The company updated FY2026 revenue guidance to $95-$100 million (unchanged adjusted EBITDA guidance of $21-$25 million), refinanced debt post-quarter for $1.5 million annual interest savings, and launched efficiency initiatives for $3 million annualized savings.

• · Debt outstanding at end of Q1 2026: $23.6 million
• · Cash and cash equivalents decreased to $20.2 million from $23.4 million QoQ
• · Percent of revenue from top 20 pharma manufacturers declined to 52% from 63% TTM
• · Net revenue retention declined slightly to 110% from 114% TTM

12-05-2026

Alaska Airlines, Inc., a subsidiary of Alaska Air Group, Inc., issued $500 million aggregate principal amount of 6.500% senior notes due 2031, fully guaranteed by the parent company. Separately, AS Mileage Plan IP Ltd., an indirect subsidiary, entered into an amendment incurring a new $500 million incremental senior secured term loan facility, secured by collateral from the Atmos Rewards loyalty program and ranking pari passu with existing $750 million term loans and $1.25 billion in loyalty notes. These financings provide additional liquidity but increase overall debt leverage with fixed and variable interest obligations.

• · Senior notes interest payable semiannually on June 1 and December 1, commencing December 1, 2026.
• · Notes redeemable prior to December 1, 2030 at greater of par or present value discounted at Treasury Rate plus 50 basis points.
• · Change of control triggers repurchase offer at 101% of principal.
• · Incremental term loans bear interest at Term SOFR (floor 0%) plus 2.00% margin.

12-05-2026

SecureTech Innovations, Inc. entered into two convertible promissory notes on May 8, 2026: a $112,500 principal note to Willow Creek Capital Holdings, LLC (net proceeds $100,000 after OID and fees) and a $445,000 principal note to Red Rock Development Group, LLC (net proceeds $400,000), both bearing 10% interest, maturing May 8, 2027, and convertible after six months at 60% of the lowest trading price over the prior 15 trading days. The company fully repaid and terminated a prior $150,000 CFI Capital note on May 11, 2026, for $244,362.33 including interest, prepayment, and standstill fees, with no conversions occurring. While securing $500,000 in net proceeds from the new notes, the deeply discounted conversion terms pose significant potential equity dilution risk.

• · Notes offered and sold under Section 4(a)(2) exemption to accredited investors
• · Company intends to repay both new notes in cash prior to maturity with no anticipated conversions
• · No shares issued under terminated CFI Note

12-05-2026

American Woodmark Corporation authorized the closure of its Monterrey, Mexico plant effective May 4, 2026, consolidating operations into its Pacifico plant in Tijuana, Mexico, and shifting some volumes to the US, expected to generate approximately $7.5 million in annual cost savings starting fiscal 2027 through reduced tariffs, labor, and overhead. However, the company estimates total one-time cash and non-cash charges of $36.0 million to $40.0 million, primarily in fiscal 2027 ($32.5 million to $36.5 million), including significant impairments and accelerated depreciation. The consolidation is planned to be substantially completed by June 30, 2026.

• · Monterrey plant employees notified on May 12, 2026
• · Ongoing costs to cease upon lease termination
• · Pending merger with MasterBrand, Inc. noted as a risk factor

12-05-2026

Marchex, Inc. (MCHX) entered into a Stock Purchase Agreement dated May 8, 2026, to acquire 100% of the outstanding shares of Archenia, Inc. from related party sellers for base consideration of $10 million in 6% interest-bearing convertible promissory notes, payable in three tranches on the 12-, 18-, and 24-month anniversaries of closing and convertible into Class B common stock at $1.80 per share. The deal includes potential earn-out consideration of 2 million Class B shares per year for the first two post-closing years if Archenia exceeds pre-closing revenue/Adjusted EBITDA and meets integration/customer retention targets. A special committee of independent directors approved the transaction with a fairness opinion from Craig-Hallum Capital Group LLC; closing is subject to majority disinterested stockholder approval and expected early Q3 2026.

• · Notes payable in three equal tranches on 12-, 18-, and 24-month anniversaries of closing.
• · Earn-out contingent on Archenia exceeding pre-closing 12-month revenue/Adjusted EBITDA and achieving integration/customer retention targets.
• · SPA contains customary representations, warranties, covenants, termination rights, and indemnification provisions.
• · Proxy statement with full SPA to be filed with SEC.

12-05-2026

Pono Capital Four, Inc., a Cayman Islands exempted company, entered into a promissory note dated May 6, 2026, with Mehana Ventures LLC for principal up to $100,000 to fund costs related to its initial business combination. The note bears no interest, is repayable upon consummation of the business combination (Maturity Date), and may be drawn down in agreed amounts prior to maturity. The agreement includes standard events of default, a trust account waiver by the Payee, and is governed by New York law.

• · Payee must fund drawdown requests within 5 business days
• · No fees due on drawdowns; payments applied first to collection costs then principal
• · Payee waives all claims to the IPO trust account
• · Exclusive jurisdiction in New York courts

12-05-2026

Amphenol Corporation issued and sold €600,000,000 aggregate principal amount of 3.375% Senior Notes due 2029 and €500,000,000 aggregate principal amount of 3.875% Senior Notes due 2034 on May 12, 2026, receiving net proceeds of approximately €1,093.1 million after underwriting discounts and expenses. The company intends to use the net proceeds to repay borrowings under its U.S. commercial paper program and 364-day unsecured delayed draw term loan credit agreement, as well as for general corporate purposes. The notes are unsecured senior obligations ranking equally with the company's other senior indebtedness.

• · Interest on both notes payable annually on May 12, beginning May 12, 2027.
• · 2029 Notes mature May 12, 2029; redeemable prior to April 12, 2029 with make-whole premium, or at par thereafter.
• · 2034 Notes mature May 12, 2034; redeemable prior to February 12, 2034 with make-whole premium, or at par thereafter.
• · Issued pursuant to Registration Statement No. 333-293923 and Indenture dated March 16, 2023.

12-05-2026

Visa Inc. settled its previously announced exchange offer for outstanding Class B-1 and Class B-2 common stock on May 12, 2026, and entered into Makewhole Agreements effective May 11, 2026, requiring participating holders to reimburse Visa for future U.S. covered litigation escrow deposits after Class B-3 stock depletion. The agreements also impose staged transfer restrictions on Class C common stock received in the exchange. Estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation claims totaled $17.4 billion as of May 11, 2026, excluding certain class actions and opt-outs, with the amount expected to continue increasing.

• · Makewhole Agreements provide for staged transfer of Class C common stock: up to one-third prior to June 25, 2026, and up to two-thirds prior to August 9, 2026.
• · Exchange offer terms described in prospectus dated April 13, 2026 (Form S-4, File No. 333-294062).

12-05-2026

Diversified Energy Company (DEC) announced a partnership with Carlyle (CG) to acquire oil and gas assets from Camino Natural Resources in the Anadarko Basin for a purchase price of $1,175 million (before adjustments), adding ~51 Mboepd net production, ~$397 million estimated NTM EBITDA, ~1,478 Bcfe proved reserves, and over 100 drill-ready inventory locations contiguous to existing operations. The transaction is financed via an innovative asset-backed securitization (ABS) through a new SPV (~60% Carlyle, ~40% Diversified ownership), with Diversified funding a net ~$210 million from its senior secured credit facility, avoiding equity issuance and providing off-balance sheet financing. The deal is expected to close in Q3 2026, subject to customary conditions, with identified synergies in operating efficiencies and G&A savings.

• · Assets include ~101,000 acres with ~80% working interest.
• · Pro forma for acquisition, Diversified owns in excess of 450 undeveloped locations in Oklahoma.
• · Camino retains Chickasha development area.
• · NYMEX strip pricing as of May 4, 2026 used for EBITDA and reserves estimates.
• · Advisors: Kirkland & Ellis LLP, Citi, Truist Securities (Diversified); Latham & Watkins, Paul Hastings (Carlyle); Jefferies LLC, RBC Richardson Barr (Camino); Vinson & Elkins (Camino legal).

12-05-2026

On May 12, 2026, Cinemark Holdings, Inc. and its wholly-owned subsidiary Cinemark USA, Inc. entered into a Fifth Amendment to their Second Amended and Restated Credit Agreement originally dated May 26, 2023. The amendment reduces the interest rate on term loans by 0.25% and resets the 101% soft call protection for six months, improving borrowing costs and providing near-term repayment flexibility. No negative impacts or declines were disclosed.

• · Previous amendments: First on May 28, 2024; Second on November 29, 2024; Third on June 30, 2025; Fourth on September 5, 2025.

12-05-2026

Liberty Media Corporation filed amended Articles of Incorporation as the resulting entity from its conversion from a Delaware corporation to a Nevada corporation under NRS Chapters 78 and 92A. The articles authorize 1,068,750,000 total shares of capital stock, including 1,018,750,000 shares of Common Stock divided into Series A (500,000,000 shares), Series B (18,750,000 shares), and Series C (500,000,000 shares), plus 50,000,000 shares of Preferred Stock, all with $0.01 par value per share. Voting rights differ by series: Series A (1 vote/share), Series B (10 votes/share), Series C (no votes or 1/100th vote if required by law), with Series B convertible to Series A and equal per-share dividends/distributions across series.

• · Series B Common Stock is convertible at any time into Series A Common Stock on a one-for-one basis, with the Corporation reserving equivalent Series A shares.
• · Share distributions must be made equally per share across Common Stock series or with equivalent securities preserving relative voting rights.
• · Holders of Series C Common Stock have no voting rights except 1/100th vote per share if required by Nevada law or these Articles.

12-05-2026

On May 6, 2026, Firefly Neuroscience, Inc. entered into a securities purchase agreement with an accredited investor to issue up to 666,667 units at $1.50 per unit for aggregate gross proceeds of up to $1,000,000. Each unit consists of one share of common stock (par value $0.0001), one 150% warrant (exercisable at $1.88 per share over 5 years), and one 200% warrant (exercisable at $2.50 per share over 5 years), with exercisability and closing conditioned on shareholder approval within 90 days and an effective S-1 registration statement filed by May 21, 2026. The transaction is a private placement exempt under Section 4(a)(2) and Rule 506 of Regulation D.

• · Warrants include beneficial ownership blocker at 4.99% or 9.99% of outstanding common stock.
• · Company must file S-1 registration for resale of shares and warrant shares by May 21, 2026, and use best efforts for effectiveness within 45-90 days.
• · Investor may terminate if shareholder approval not obtained within 90 days or if common stock closing price below $1.50 on approval date (with 2 trading day notice window).
• · Closing to occur remotely within 5 days of shareholder approval and effective registration.

12-05-2026

Non-Invasive Monitoring Systems, Inc. (NIMS) issued a promissory note for $200,000 to Frost Gamma Investments Trust on May 7, 2026, with a maturity date of June 30, 2026, and an interest rate of 11% per annum. The note allows prepayment without penalty but requires payment of all collection costs, including attorneys' fees. This short-term debt issuance signals potential liquidity needs with no offsetting positive financial metrics reported.

• · Governed by laws of the State of Florida; enforceable in Miami-Dade County courts
• · Maker waives presentment, protest, notice of dishonor, and consents to extensions without notice
• · Non-assignable by Maker without Payee's written consent

12-05-2026

BIO-key International, Inc. received a Nasdaq notice on May 6, 2026, stating failure to comply with Listing Rule 5550(a)(2) (bid price below $1.00 for 10 consecutive business days as of May 4, 2026) and Listing Rule 5250(c)(1) due to not filing its Form 10-K for the year ended December 31, 2025. Trading of common stock (BKYI) will be suspended on Nasdaq Capital Market at the opening of business on May 13, 2026, with a Form 25-NSE to be filed for delisting, and shares will trade on OTC Markets under the same ticker. The Company plans to appeal to Nasdaq’s Hearings Panel by May 13, 2026, and pursue compliance, but there is no assurance of success.

• · Nasdaq notice received on May 6, 2026; non-compliance confirmed as of May 4, 2026
• · Company ineligible for compliance plan review due to late Form 10-K under Nasdaq Listing Rule 5810(c)
• · Press release issued on May 12, 2026 (Exhibit 99.1)

12-05-2026

Brookfield Bancshares, Inc., holding company for First National Bank of Brookfield, announced a definitive merger agreement to acquire NSTS Bancorp, Inc. (NASDAQ: NSTS) and its subsidiary North Shore Trust and Savings in an all-cash transaction valued at approximately $73.7 million, or $14.28 per share of NSTS common stock. Post-acquisition, North Shore will continue operating under its existing name with Stephen G. Lear remaining on its board, and the combined entity will have over $600 million in assets across four branches in the Chicago-Naperville-Elgin MSA. The deal, unanimously approved by both boards, is expected to close in Q4 2026, subject to regulatory approvals, NSTS stockholder approval, and other conditions, with risks including potential delays or termination.

• · North Shore Trust and Savings operates offices in Waukegan and Lindenhurst, Illinois
• · Advisors to NSTS: Olsen Palmer LLC (financial), Vedder Price P.C. (legal)
• · Advisors to Brookfield: Angkor Strategic Advisors (financial), Barack Ferrazzano Kirschbaum & Nagelberg LLP (legal)
• · NSTS founded over 100 years ago, serving local communities in Illinois

12-05-2026

XCF Global, Inc. (Nasdaq: SAFX) entered a definitive agreement with Encore DEC, LLC to satisfy approximately $16.7 million of outstanding debt and property liens through the issuance of 37.03 million shares of Class A common stock at a conversion price of $0.451 per share. This transaction reduces indebtedness, eliminates liens related to the New Rise Renewables Reno Facility, and increases equity capitalization, enhancing financial flexibility. The agreement reflects confidence from key stakeholder Randy Soule, New Rise’s founder, amid ongoing efforts to support operational execution and long-term growth.

• · Conversion price based on the lower of the average closing price for the five trading days preceding the effective date or the closing price the day before.
• · Agreement follows a forbearance arrangement with the landowner.
• · Facility expected to return to operations in June 2026 (forward-looking statement).

12-05-2026

Perfect Moment Ltd. issued X3 Warrants to purchase 1,864,753 shares at $0.46822 per share to X3 Higher Moment Fund LLC and issued 6,060,606 shares at $0.33 per share plus Krane Warrants to purchase up to 8,276,944 shares at $0.40 per share to Krane Capital, LLC, on May 8, 2026, pursuant to agreements dated March 30, 2026, including a $10M loan. While this provides liquidity through debt and equity financing, the large warrant issuances (over 10 million shares) are potentially highly dilutive to existing shareholders. Warrants expire on August 27, 2028.

• · X3 Warrants and Krane Warrants issued pursuant to Section 4(a)(2) exemption from Securities Act registration.
• · Exercise prices: X3 Warrants at $0.46822 per share; Krane Warrants at $0.40 per share.
• · Loan and SPA originally entered March 30, 2026; issuance on May 8, 2026; filing dated May 12, 2026.

12-05-2026

Solaris Energy Infrastructure, Inc. (Parent) and Solaris Energy Infrastructure, LLC (Borrower) entered into a new Credit Agreement dated May 12, 2026, establishing a revolving credit facility with MUFG Bank, Ltd. as Administrative Agent, CSC Delaware Trust Company as Collateral Agent, and lenders including MUFG, Banco Santander S.A. New York Branch, Canadian Imperial Bank of Commerce New York Branch, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., and TD Securities (USA) LLC as Joint Lead Arrangers and Joint Bookrunners. The agreement includes a 0.50% commitment fee across all leverage tiers and Applicable Rates for Term SOFR Loans and Letters of Credit ranging from 2.50% (Leverage <3.00x) to 3.50% (>=4.50x), with no specific facility size disclosed in the provided sections.

• · Administrative Agent Fee Letter dated March 20, 2026
• · Applicable Rates based on Total Net Leverage Ratio tiers: Level 1 (<3.00:1.00), Level 2 (>=3.00<3.50:1.00), Level 3 (>=3.50<4.00:1.00), Level 4 (>=4.00<4.50:1.00), Level 5 (>=4.50:1.00)

12-05-2026

Vivakor, Inc. entered into the May 2026 Forbearance Agreement with J.J. Astor & Co. on May 6, 2026, acknowledging $6,815,805.71 outstanding under the Second Note and $1,111,151.74 under the Fourth Note, with forbearance conditional on payments of $1,500,000 and $2,500,000 from RBW Financing tranches. Separately, a Cedarview Forbearance Agreement extended maturities on $3,000,000 Initial Note and $3,670,160.77 Second Note to October 31, 2026, requiring $250,000 prepayment from RBW and potential pledge of 2,000,000 Olenox shares, highlighting ongoing debt distress despite temporary relief. Multiple prior forbearances and note issuances underscore persistent liquidity challenges and reliance on future financings like Olenox Transaction.

• · Initial Note and Third Note to J.J. Astor satisfied in full on November 20, 2025 and October 27, 2025, respectively.
• · Second Forbearance Agreement allowed up to additional $2,450,000 loan, with Third Note funded for $1,620,000 principal.
• · Fourth Note matures April 6, 2026; includes subsidiary guarantees and pledge of Oklahoma real property as collateral.
• · RBW S-1 registration to be filed by May 13, 2026, effective by July 15, 2026; first SEPA Advance by August 15, 2026.
• · Olenox Term Sheet dated January 27, 2026.

12-05-2026

Rigel Pharmaceuticals entered into a License Agreement with Arvinas entities and Pfizer for exclusive worldwide rights to develop, manufacture, and commercialize VEPPANU (vepdegestrant), an FDA-approved treatment for ER+, HER2-negative, ESR1-mutated advanced or metastatic breast cancer. Key financial terms include a $70 million upfront payment, $15 million upon transition completion, up to $320 million in regulatory and sales milestones ($60 million regulatory, $260 million sales), tiered royalties from mid-teens to mid-twenties percent, and up to $40 million reimbursement for development costs. The deal is subject to Hart-Scott-Rodino antitrust clearance, with Rigel assuming primary responsibility post-transition.

• · Agreement includes customary terms for intellectual property, indemnification, confidentiality, and termination for material breach, insolvency, or convenience by Rigel.
• · Rigel obligated to use commercially reasonable efforts for development, commercialization, and regulatory approvals in major markets.
• · License remains in effect until royalty term expiration per product/country, then becomes fully paid-up and perpetual.

12-05-2026

MacroGenics, Inc. (MGNX) has entered a definitive agreement to sell its GMP drug substance manufacturing operations, including the Rockville, MD FDA-approved facility (11,000 liters capacity) and Frederick, MD warehouse, to Bora Pharmaceuticals for an upfront payment of $122.5 million upon closing in Q3 2026. The deal transfers approximately 140 employees to Bora and includes a post-closing supply arrangement for MacroGenics' pipeline, providing non-dilutive capital to focus on advancing its antibody-based cancer therapeutics. No declines or challenges to the transaction were noted, supporting strategic refocus without operational disruptions.

• · Moelis & Company LLC served as exclusive financial advisor and Sidley Austin LLP as legal counsel to MacroGenics; Jones Day as legal counsel to Bora.
• · Transaction announced May 11, 2026; expected to close in Q3 2026 subject to customary closing conditions.
• · Companies to jointly ensure seamless transition for MacroGenics' pipeline and existing CDMO clients.

12-05-2026

SM Energy Company redeemed all outstanding 5.000% Senior Notes due 2026 by paying $400 million in principal plus accrued and unpaid interest on May 11, 2026, fully satisfying its obligations under the related Indenture dated October 13, 2021. The notes and related guarantees were subsequently cancelled upon settlement. This action reduces the company's long-term debt ahead of maturity, strengthening its balance sheet with no reported negative impacts.

• · Redemption date: May 11, 2026
• · Indenture date: October 13, 2021
• · Filing date: May 12, 2026

12-05-2026

HIVE Digital Technologies Ltd. filed an 8-K on May 12, 2026 (Items 3.03, 5.03, 7.01), attaching Exhibit 3.1 consisting of its amended Articles of Incorporation under the British Columbia Business Corporations Act. The articles detail the authorized share structure of unlimited common shares (with voting, dividend, and liquidation rights) and unlimited preferred shares (issuable in series with board-determined rights and preferences over common shares), alongside standard provisions for share certificates, transfers, shareholder meetings, directors' powers and duties, indemnification, dividends, and advance notice for director nominations. No financial metrics, operational changes, or material alterations to security holder rights beyond standard governance updates are disclosed.

• · Incorporation Number: BC0329058
• · Governed by Business Corporations Act (British Columbia)

12-05-2026

AB Commercial Real Estate Private Debt Fund, LLC filed an 8-K on May 12, 2026, disclosing entry into a Master Repurchase Agreement (Exhibit 10.1) dated September 29, 2015, with Morgan Stanley Bank, N.A. as Buyer and the Company among the listed Counterparties/Sellers. The agreement governs repurchase transactions for securities, including terms for initiation, confirmation, termination, margin maintenance, income payments, and security interests in case transactions are recharacterized as loans. No specific transaction amounts, pricing rates, or performance metrics are detailed in the filing.

• · Filing Type: 8-K (Items 1.01 - Entry into Material Definitive Agreement, 2.03 - Creation of Direct Financial Obligation, 9.01 - Financial Statements and Exhibits)
• · Agreement Version: September 1996 Version
• · Subcategory: Material Agreement Entry