US Corporate Distress Financial Stress SEC Filings — May 13, 2026

USA Corporate Distress & Bankruptcy

By Gunpowder Editorial ·

34 high priority 34 total filings analysed

Executive Summary

Across 34 filings in the USA Corporate Distress & Bankruptcy stream, a mixed landscape emerges with 4 prominent Nasdaq compliance failures signaling acute distress (delisting risks for CEA Industries, Intrusion, Reviva, Ryvyl), offset by robust revenue growth in biotechs and energy firms (e.g., Aquestive +66% YoY, Eos +445% YoY, Allogene R&D expenses -36% YoY).

Period-over-period trends show revenue expansion in 7/34 companies (avg +100% YoY where reported) but persistent losses narrowing in 4 cases, alongside heavy dilution from equity offerings/ATM (Nuvve 55% shares, iSpecimen, CEL-SCI) and debt refinancings (Tempus $350M notes, LVS $1B notes). Capital allocation leans toward financings (12 new facilities/offerings) and buybacks ($206M total in Prestige/ACV), with M&A/acquisitions in 5 firms indicating strategic pivots amid distress. Portfolio-level patterns highlight small-cap Nasdaq vulnerabilities (3/34 bid price/annual meeting issues) and biotech resilience (positive trials/guidance in Allogene/Aquestive/Armata), but overall sentiment skews mixed/neutral with 10/34 filings showing dilution risks. Critical implications include near-term catalysts like Nuvve stockholder vote (Jul 27) and Reviva delisting (May 14), urging monitors for liquidity crunches in distressed names.

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 12, 2026.

Investment Signals (12)

  • Q1 rev +66% YoY to $14.4M (license/royalty +575% to $5.4M), net loss narrowed to $8.1M from $22.9M, $150M debt facility saves $45M payments, reaffirmed $46-50M FY rev guidance

  • ALPHA3 trial 58.3% MRD clearance vs 16.7% control, R&D exp -36% YoY to $32M, cash runway to Q1 2029 post-$200M offering, op exp -29% YoY

  • Q1 rev +445% YoY to $57M on record production/shipments, $24.3B pipeline +56% YoY, $645M backlog, reaffirmed $300-400M FY rev despite gross loss

  • FY rev -4.3% YoY to $1.09B but FCF +1.2% to $246M enabling $156M buybacks, $150M LaCorium acquisition adds $40M rev/$12M EBITDA, FY27 guidance 1-3% org growth/$4.42-4.51 EPS

  • Tempus AI (BULLISH)

    $350M conv notes (opt +$52.5M) to repay $308M debt, cuts interest exp/enhances flexibility, funds M&A/working capital

  • $87.5M PIPE (exec mgmt participation) funds ADC pipeline, extends cash to H2 2028

  • $50M ASR buyback (part of program), initial 70% delivery, signals mgmt confidence

  • Acquired at $23.50/sh (+76% prem to unaffected), superior to prior Garda deal, Q2 close

  • Grant rev +61% YoY to $0.8M, $25M credit for Phase 3 H2 2026, FDA Fast Track/QIDP despite net loss spike

  • Warrant exchange terminates $25M ELOC/AIRs, reduces future dilution despite immediate share issuance, stockholder vote Jul 27

  • Nasdaq delisting effective May 14 post-$1 bid failure, shifts to OTCQB, impairs liquidity/financing

  • Nasdaq bid < $1 for 30 days, 180-day grace to Nov 3, delist risk

Risk Flags (10)

Opportunities (10)

Sector Themes (6)

  • Nasdaq Delisting Cluster in Small Caps (BEARISH IMPLICATION)

    4/34 filings (CEA, Intrusion, Reviva, Ryvyl) cite bid price/annual meeting failures, 3 with 180-day graces (to Nov), signaling broad compliance distress in microcaps, potential OTC shifts erode liquidity

  • Biotech Revenue Resilience Amid Losses (BULLISH TURNAROUND)

    5 biotechs (Aquestive +66%, Allogene exp -36%, Armata grants +61%, Eos energy proxy +445%) show YoY growth/expense cuts but persistent losses narrowing, new financings extend runways to 2028-2029

  • Dilution via Offerings in Distressed Names (NEUTRAL-MIXED)

    7/34 (Nuvve 55% shares, iSpecimen/CEL-SCI/Outlook/Oklo/Whitehawk) pursue equity raises/ATMs/exchanges, avg $50M+ proceeds but cap ownership pending votes, trades off future dilution for liquidity

  • Debt Refinancings for Flexibility (STABILIZING)

    6 firms (Tempus $350M conv repay $308M, LVS $1B notes redeem 2026s, Armata $25M, NexPoint $20M rev) optimize structures at higher rates but extend maturities/cut payments, amid neutral sentiment

  • M&A/Acquisitions in Real Estate/Healthcare (OPPORTUNISTIC GROWTH)

    5 deals (Lincoln $19M prop, Linkhome mortgage, Prestige $150M, Venu $20M, Assertio takeover) total ~$360M, funded by cash/incentives, signal expansion despite distress stream

  • Capital Returns in Stable Names (BULLISH SELECTIVE)

    $206M buybacks (Prestige $156M FY, ACV $50M ASR) vs minimal dividends, contrasts distress financings, in cos w/FCF growth (+1-25% YoY)

Watch List (8)

Filing Analyses (34)
Nuvve Holding Corp. 8-K mixed materiality 9/10

13-05-2026

Nuvve Holding Corp. entered into a Securities Exchange and Omnibus Amendment Agreement effective May 12, 2026, with Holders including Five Narrow Lane, L.P., to exchange all outstanding Existing Warrants for Exchange Shares representing 55% of the Common Stock issuable upon exercise and terminate the $25 million ELOC Facility originally dated December 1, 2025. In exchange for waiving Additional Investment Rights, the Holders consented to amendments of the 2025 Purchase Agreement and Series A Certificate of Designations, which require stockholder approval by July 27, 2026; failure to obtain approval could terminate the agreement. While this reduces potential future dilution from warrants, AIRs, and the ELOC, it results in immediate issuance of new shares, diluting existing shareholders.

  • · Agreement relies on Section 3(a)(9) exemption from registration under the Securities Act
  • · Holders hold a majority of outstanding Series A Preferred Stock and will vote in favor of the Certificate of Designations Amendment
  • · Company to hold special stockholder meeting no later than July 27, 2026, for approval
  • · Mutual release of all claims related to Existing Warrants
  • · Company to reimburse Holders' reasonable costs and expenses on Closing Date
LINCOLN EDUCATIONAL SERVICES CORP 8-K positive materiality 8/10

13-05-2026

Lincoln Educational Services Corporation's wholly-owned subsidiary, Lincoln Technical Institute, Inc., entered into a purchase and sale agreement on May 12, 2026, with Melrose Omni, LLC to acquire the real property at 8315-8317 W. North Avenue, Melrose Park, IL 60160, which it currently leases for its Melrose Park campus, for $18,800,000. Closing is anticipated on June 25, 2026, subject to customary conditions including due diligence and inspections. No financial impacts or performance metrics are disclosed in the filing.

  • · Property includes building, improvements, and other personal property thereon
  • · Purchase price as adjusted per agreement terms
  • · Agreement filed as Exhibit 10.1
CEA Industries Inc. 8-K negative materiality 9/10

13-05-2026

On May 7, 2026, CEA Industries Inc. received a notice from Nasdaq's Listing Qualifications Department stating non-compliance with Listing Rule 5620(a) due to failure to hold an annual shareholders' meeting within 12 months of its fiscal year end on April 30, 2026. The company has 45 days, until June 22, 2026, to submit a compliance plan, with a potential extension of up to 180 days to October 27, 2026, if accepted by Nasdaq. While CEA Industries intends to submit a plan including a proxy timeline and hold a meeting soon, it provides no assurance of acceptance, which could lead to delisting of its securities.

  • · Nasdaq Listing Rule violated: 5620(a)
  • · Securities listed on: Nasdaq Capital Market
  • · Filing signed: May 13, 2026
FORRESTER RESEARCH, INC. 8-K positive materiality 6/10

13-05-2026

At its Annual Meeting on May 12, 2026, Forrester Research, Inc. stockholders approved the amendment and restatement of the Third Amended and Restated Employee Stock Purchase Plan, increasing available shares by 450,000, effective March 25, 2026. Stockholders also elected six directors (Robert Bennett, Neil Bradford, George F. Colony, Anthony Friscia, Corinne Munchbach, and Warren Romine), ratified PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2026, and approved executive compensation on a non-binding basis, with all proposals passing overwhelmingly and minimal opposition or abstentions.

  • · Proposal 2 (ESPP amendment): 15,623,367 For, 38,217 Against, 5,846 Abstaining.
  • · Proposal 4 (executive compensation): 15,073,307 For, 156,133 Against, 437,990 Abstaining.
Aquestive Therapeutics, Inc. 8-K mixed materiality 9/10

13-05-2026

Aquestive Therapeutics reported Q1 2026 total revenues of $14.4 million, up 66% YoY from $8.7 million, driven by license and royalty revenue increasing to $5.4 million from $0.8 million and manufacture and supply revenue rising 22% to $8.8 million from $7.2 million. Net loss narrowed significantly to $8.1 million ($0.07 per share) from $22.9 million ($0.24 per share), with Adjusted EBITDA loss improving to $1.7 million from $17.6 million; however, the company continues to report losses and reaffirmed full-year guidance of $46-50 million in revenue with a $30-35 million Adjusted EBITDA loss. Additionally, the company entered a $150 million debt facility with Oaktree Capital Management, saving $45 million in principal payments over three years, completed the AQST-108 Phase 1 study with no safety issues, and reaffirmed Anaphylm NDA resubmission in Q3 2026.

  • · Reaffirms Anaphylm NDA resubmission in Q3 2026 following FDA Type A meeting.
  • · Completed AQST-108 Phase 1 study in subjects with androgenic alopecia; no safety issues or systemic absorption observed.
  • · On track for Anaphylm regulatory submissions in Canada, EU, and UK using existing data.
  • · Manufacturing business remains steady; supply chain unaffected by tariffs.
  • · Libervant remains tentatively approved until January 2027 due to orphan drug exclusivity.
Allogene Therapeutics, Inc. 8-K positive materiality 9/10

13-05-2026

Allogene Therapeutics reported positive interim futility analysis from the pivotal Phase 2 ALPHA3 trial, with 58.3% (7/12) of cema-cel patients achieving MRD clearance versus 16.7% (2/12) in the observation arm, alongside a favorable safety profile enabling outpatient management. Q1 2026 financials showed improved results with R&D expenses down 36% YoY to $32.0M, total operating expenses down 29% YoY to $46.1M, and net loss narrowed to $42.6M from $59.7M prior year; cash position stood at $266.9M, extended to Q1 2029 by a $200.4M public offering. ALLO-329 Phase 1 RESOLUTION trial advanced with 9 patients dosed and signs of early clinical activity.

  • · Site activation and patient screening underway in South Korea and Australia for ALPHA3, expanding to over 80 sites worldwide.
  • · Interim EFS analysis for ALPHA3 expected mid-2027; primary analysis mid-2028.
  • · 2026 operating cash expense guidance increased to $165M from $150M; GAAP operating expenses to $225M from $210M.
Sotera Health Co 8-K neutral materiality 8/10

13-05-2026

Selling stockholders, affiliates of prior private equity sponsors Warburg Pincus LLC and GTCR LLC, sold 31,838,253 shares of Sotera Health Company common stock at $15.168 per share to Goldman Sachs & Co. LLC as underwriter on May 13, 2026, pursuant to an underwriting agreement dated May 11, 2026. As a result, the sponsors no longer own any common stock, leading to the termination of the November 19, 2020 Stockholders Agreement and the end of their special corporate governance rights, including board designations. The company did not issue or sell any shares and received no proceeds from the transaction.

  • · Stockholders Agreement originally dated November 19, 2020, and previously filed as Exhibit 10.9 to the 2020 Annual Report.
  • · Existing directors previously designated by the Sponsors are not required to resign and may serve until the end of their terms.
  • · None of the Company’s executive officers participated in the sale of the Shares.
APPLIED OPTOELECTRONICS, INC. 8-K positive materiality 8/10

13-05-2026

Applied Optoelectronics, Inc. (AAOI) entered into a lease agreement dated May 8, 2026, with Hightower Phase I Owner, LLC for a 163,930 rentable square foot building (Hightower Business Park - Phase I – Building 1) at 6000 McHard Road, Houston, Texas 77053, plus an adjacent 3.34 acre unimproved Reserve Tract 4, for general industrial/warehouse and light manufacturing use over a 123-month term. Basic rent for the building is $0 for months 1-3, then escalates from $104,915.20 monthly ($0.64 per sq ft) in months 4-15 to $146,127.30 ($0.89 per sq ft) in months 112-123; Reserve Tract 4 rent starts at $6,680 monthly from month 4, rising to $9,303.99. No early performance metrics are available, but the lease includes a $391,613.18 security deposit and anticipated substantial completion around November 1, 2026.

  • · Commencement Date: Earliest of Tenant occupancy for business, Substantial Completion of Work (per Exhibit D), or date Work would have been Substantially Completed absent Tenant Delays.
  • · Estimated Delivery Date: November 1, 2026; Outside Delivery Date: January 1, 2027 (extended for Tenant Delays or Force Majeure).
  • · Tenant’s Proportionate Share: 100%.
  • · Permitted Use: General industrial/warehouse for light manufacturing, receiving, storing, shipping, and wholesale sales.
  • · Exclusive rights: 24/7 use of loading facilities, trash removal area, and designated parking areas.
LAS VEGAS SANDS CORP 8-K neutral materiality 9/10

13-05-2026

On May 13, 2026, Las Vegas Sands Corp. completed a public offering of $500 million aggregate principal amount of 5.300% Senior Notes due 2031 and $500 million of 5.650% Senior Notes due 2033, issued under indentures with U.S. Bank Trust Company as trustee. The company plans to use net proceeds along with cash on hand to fully redeem its outstanding $1.0 billion 3.500% Senior Notes due August 2026, pay related fees, and for general corporate purposes. The new notes are unsecured senior obligations ranking equally with other unsubordinated debt but carry no subsidiary guarantees and feature higher interest rates than the redeemed notes.

  • · 2031 Notes mature May 15, 2031; interest payable semi-annually on May 15 and November 15, commencing November 15, 2026.
  • · 2033 Notes mature May 18, 2033; interest payable semi-annually on May 18 and November 18, commencing November 18, 2026.
  • · Notes redeemable prior to par call dates (April 15, 2031 for 2031 Notes; March 18, 2033 for 2033 Notes) at greater of discounted present value or 100% principal plus accrued interest.
  • · Indenture covenants limit liens, sale-leaseback transactions, and consolidations/mergers/disposals.
NexPoint Real Estate Finance, Inc. 8-K positive materiality 8/10

13-05-2026

NexPoint Real Estate Finance Operating Partnership, L.P. entered into a secured $20.0 million revolving credit agreement with VineBrook Homes Operating Partnership, L.P. on May 7, 2026, at 9.75% per annum interest, maturing May 7, 2028 with two one-year extension options. The facility can increase to $30.0 million subject to approval and includes a 1.00% origination fee and 0.50% extension fee. No performance declines or flat metrics reported.

  • · Secured by properties that subsidiaries of the Borrower acquire with loan proceeds.
  • · Amounts owed may be prepaid at any time without premium or penalty.
  • · Contains customary representations, warranties, affirmative and negative covenants, and events of default, including maximum debt to capital ratio, minimum net asset value, and minimum net operating income.
Outlook Therapeutics, Inc. 8-K neutral materiality 8/10

13-05-2026

Outlook Therapeutics, Inc. entered into an At-The-Market Offering Agreement with H.C. Wainwright & Co., LLC on May 13, 2026, to issue and sell shares of its common stock ($0.01 par value per share) from time to time through the Manager as exclusive sales agent. Sales will be made on Trading Days at market prices, up to the Maximum Amount limited by the Registration Statement (File No. 333-278340 on Form S-3), authorized but unissued shares, and Form S-3 eligibility requirements. The Manager receives a 3.0% broker fee on gross sales proceeds, with no fixed offering size or proceeds specified.

  • · Registration Statement File Number: 333-278340 on Form S-3.
  • · Settlement Date: T+1 Trading Day following sales (10:00 a.m. New York City time).
  • · Sales via Sales Notice specifying daily maximum shares and minimum price.
  • · Manager has no obligation to purchase shares as principal except via separate Terms Agreement.
Prestige Consumer Healthcare Inc. 8-K mixed materiality 9/10

13-05-2026

Prestige Consumer Healthcare reported FY2026 revenues of $1,088.7 million, down 4.3% YoY from $1,137.8 million, and Q4 revenues of $281.6 million, down 5.0% from $296.5 million, primarily due to supply constraints for Clear Eyes® in Eye & Ear Care and shipping disruptions in the Middle East; however, free cash flow rose to $246.4 million from $243.3 million, supporting $156 million in share repurchases. The company announced a definitive agreement to acquire LaCorium Health for $150 million in cash, expected to add $40 million TTM revenue and $12 million EBITDA post-synergies. FY2027 outlook includes organic revenue growth of 1% to 3% and adjusted diluted EPS of $4.42 to $4.51.

  • · North American OTC segment revenues declined due to Eye & Ear Care supply issues for Clear Eyes®.
  • · International OTC segment saw flat Q4 performance with shipping disruptions in Middle East, partly offset by growth in Women’s Health and Cough & Cold.
  • · FY2026 adjusted diluted EPS of $4.38 vs. $4.52 prior year.
  • · Net cash from operating activities $257.6M in FY2026 vs. $251.5M prior year.
  • · Leverage ratio 2.6x as of March 31, 2026.
  • · LaCorium acquisition expected to close Q2 FY2027; 75% sales in Australia.
  • · Upcoming Breathe Right® acquisition anticipated in June FY2027.
Armata Pharmaceuticals, Inc. 8-K mixed materiality 8/10

13-05-2026

Armata Pharmaceuticals reported Q1 2026 financial results with grant revenue up 61% YoY to $0.8M, but R&D expenses rose 13% to $6.1M, G&A up 6% to $3.5M, operating loss widened to $8.8M from $8.2M, and net loss ballooned to $115.3M (vs $6.5M) due to a $101M unfavorable change in fair value of convertible loan. The company entered a $25M secured credit agreement with Innoviva maturing 2029 to fund AP-SA02 Phase 3 study in H2 2026, received FDA Fast Track and QIDP designations for AP-SA02, and appointed Dr. Daniel Gilmer to its Board. Cash and equivalents fell to $4.8M as of March 31, 2026, from $8.7M at December 31, 2025.

  • · Amendments to prior credit agreements extended maturities to June 1, 2027, with warrant extensions to January 26, 2031.
  • · Net cash used in operating activities $5.8M in Q1 2026 vs $7.6M in Q1 2025.
  • · Published paper on phage P7-1 structure in Communications Biology; presented at Bacteriophage Therapy Summit March 24-26, 2026.
Tempus AI, Inc. 8-K positive materiality 8/10

13-05-2026

Tempus AI, Inc. (TEM) announced a proposed private placement of $350.0 million aggregate principal amount of Convertible Senior Notes due 2032, with an option for initial purchasers to buy up to an additional $52.5 million, to repay in full $307.7 million of outstanding loans under senior secured credit facilities plus accrued interest and fees, thereby reducing interest expense and enhancing financial flexibility. Net proceeds will also fund capped call transactions to reduce potential dilution upon conversion and support general corporate purposes including acquisitions and working capital. While the offering aims to optimize capital structure, related hedging activities by counterparties may impact the market price of Class A common stock or Notes.

  • · Notes to be offered pursuant to Rule 144A to qualified institutional buyers.
  • · Notes mature on May 15, 2032; interest payable semiannually in arrears.
  • · Upon conversion, Tempus may settle in cash, Class A common stock (par value $0.0001), or combination.
  • · Capped call transactions to cover shares underlying the Notes, subject to adjustments.
  • · Announcement date: May 7, 2026; SEC filing date: May 13, 2026.
GCI Liberty, Inc. 8-K neutral materiality 6/10

13-05-2026

GCI Liberty, Inc. filed an 8-K on May 13, 2026, disclosing amendments to its Articles of Incorporation under Items 3.03, 5.03, 5.07, 7.01, and 9.01, with Exhibit 3.1 providing the Certificate of Amendment filed with the Nevada Secretary of State. The amendments were approved by stockholders holding shares entitling them to at least a majority of the voting power (or greater as required). Specific changes, such as to entity name or authorized shares, are indicated via form options but not detailed in the provided content.

  • · Applicable NRS sections: 78.380, 78.385, 78.390, 78.403
  • · Certificate type: Amendment to Articles of Incorporation (after issuance of stock)
Eos Energy Enterprises, Inc. 8-K mixed materiality 9/10

13-05-2026

Eos Energy Enterprises reported Q1 2026 revenue of $57.0 million, a 445% YoY increase driven by higher cube deliveries and automation, alongside record quarterly production and shipments, a $24.3 billion commercial pipeline up 56% YoY, and $644.6 million orders backlog; however, it recorded a gross loss of $44.4 million and adjusted EBITDA loss of $68.0 million despite significant margin improvements. The company announced the formation of Frontier Power USA with Cerberus, anchored by a $100 million equity commitment from Cerberus and ~$150 million from Eos, and entered a 2 GWh firm capacity reservation agreement, while reaffirming 2026 revenue guidance of $300 million to $400 million. Total cash was $472.4 million as of March 31, 2026.

  • · Completed Factory Acceptance Testing for second battery line; initial production expected by end of Q2 2026.
  • · Expanded Southeast utility project from 4-hour to 10-hour discharge with DawnOS upgrade.
  • · Entered Joint Development Agreement with TURBINE-X Energy Inc. targeting up to 2 GWh deployments.
  • · Conference call scheduled for May 13, 2026, at 8:30 a.m. ET.
INTRUSION INC 8-K negative materiality 9/10

13-05-2026

On May 7, 2026, Intrusion Inc. received a notice from NASDAQ stating that the closing bid price of its common shares fell below the $1.00 minimum required under Listing Rule 5550(a)(2) for 30 consecutive trading days from March 25 to May 6, 2026. The company has a 180-day grace period until November 3, 2026, to regain compliance by maintaining a $1.00 closing bid price for 10 consecutive business days, with a possible additional 180-day extension if eligible. Trading continues on NASDAQ Capital Market for now, but failure to comply risks delisting.

  • · Grace period subject to potential 180-day extension if company meets other listing standards and notifies NASDAQ of plan (e.g., reverse stock split).
  • · Company entitled to appeal delisting determination to NASDAQ Listing Qualifications Panel.
  • · Notice has no immediate effect on listing or trading, subject to compliance with other NASDAQ requirements.
MOHAWK INDUSTRIES INC 8-K neutral materiality 8/10

13-05-2026

Mohawk Industries, Inc. and certain subsidiaries entered into a new Credit Agreement dated May 12, 2026, establishing a revolving credit facility with JPMorgan Chase Bank, N.A. and J.P. Morgan SE as Administrative Agents, and various lenders including BoFA Securities, Inc., U.S. Bank National Association, UniCredit Bank GmbH, New York Branch, and Wells Fargo Securities LLC as Joint Lead Arrangers and Joint Bookrunners. The agreement includes provisions for loans, letters of credit, swing line loans, and defines key terms such as Applicable Cash Balance (capped at $600,000,000). No facility commitment size or performance metrics are specified in the filing.

  • · Deal CUSIP Number: 60819EAR5
  • · Facility CUSIP Number: 60819EAS3
  • · Agreement effective as of May 12, 2026; SEC filing date May 13, 2026
  • · Agent Fee Letter dated March 25, 2026 between Company and JPMorgan
  • · References existing 2013 Indenture and 2017 Indenture
RYVYL Inc. 8-K mixed materiality 9/10

13-05-2026

Ryvyl Inc. (Nasdaq: RVYL) announced the consummation of its merger with RTB Digital on May 12, 2026, resulting in a corporate name change to RTB Digital, Inc., doing business as Roundtable. Effective May 13, 2026, the company's common stock is expected to trade on the Nasdaq Capital Market under the new ticker symbol 'RTB'. The press release includes forward-looking statements with cautions about risks, including potential failure to regain or maintain Nasdaq listing compliance.

  • · Previous ticker symbol: RVYL
  • · Investor Relations contact: 973-873-7686, rtbir@allianceadvisors.com
  • · Public Relations contact: +91 90289 77198, press@roundtable.io
Linkhome Holdings Inc. 8-K positive materiality 9/10

13-05-2026

Linkhome Holdings Inc. (Nasdaq: LHAI) announced a definitive agreement to acquire 100% of Constant Investments, Inc. d/b/a Mortgage One Group, a mortgage lender with 8 branch offices, licenses in 18 U.S. states (8 active), approximately 30 loan officers, 9 loan managers, and an $18 million warehouse line of credit. The transaction, expected to close on or before July 1, 2026 subject to customary conditions, aims to integrate Mortgage One's lending infrastructure with Linkhome's AI for enhanced mortgage origination, nationwide expansion, and acceleration of Cash Offer and Buy Before Sell programs. While anticipated synergies are highlighted, forward-looking statements note risks such as failure to close, integration issues, regulatory hurdles, and market conditions.

  • · Mortgage One Group holds mortgage lending licenses in 18 U.S. states, with 8 currently active.
  • · Integration planning is underway, with further updates planned post-closing.
  • · Additional transaction details to be in upcoming Form 8-K.
SONIDA SENIOR LIVING, INC. 8-K mixed materiality 8/10

13-05-2026

CNL Healthcare Properties, Inc. reported total revenues of $392.7 million for the year ended December 31, 2025, up 7.3% YoY from $366.0 million, driven by 7.5% growth in resident fees and services to $364.2 million and operating income rising 9.5% to $33.8 million. However, the company recorded a net loss of $8.8 million, an improvement from $14.5 million in 2024 but still negative, with real estate investment properties net declining 2.9% to $1.2 billion, total assets down 2.4% to $1.29 billion, and stockholders' equity falling 3.6% to $686.2 million. Operating cash flow improved significantly by 25% to $50.4 million amid ongoing cash distributions of $17.8 million.

  • · Critical audit matter identified: Analysis of real estate assets for indicators of impairment, with net carrying value of $1.2 billion as of Dec 31, 2025.
  • · Mortgages and other notes payable fully repaid to $0 from $15.8 million as of Dec 31, 2025.
  • · Credit facilities increased to $563.9 million from $550.3 million as of Dec 31, 2025.
  • · Cash distributions declared at $0.10240 per share for 2025, totaling $17.8 million.
  • · Audited by PricewaterhouseCoopers LLP (PCAOB ID 238), serving since 2010.
CEL SCI CORP 8-K positive materiality 8/10

13-05-2026

CEL-SCI Corporation announced the pricing of a best-efforts public offering of 6,000,000 shares of common stock at $1.20 per share, expecting gross proceeds of approximately $7.2 million before fees and expenses. The proceeds will fund continued development of Multikine, general corporate purposes, and working capital, with closing expected on May 13, 2026. ThinkEquity is the sole placement agent.

  • · Registration statement on Form S-1 (File No. 333-295168) effective May 11, 2026.
  • · Multikine received Orphan Drug designation from FDA for neoadjuvant therapy in head and neck squamous cell carcinoma.
  • · Company operations in Vienna, Virginia, and near/in Baltimore, Maryland.
Grayscale Solana Trust ETF 8-K neutral materiality 7/10

13-05-2026

Grayscale Investments Sponsors, LLC, as sponsor of the Grayscale Solana Staking ETF (GSOL), entered into amendments (No. 3 and No. 4) to the Authorized Participant Agreement with Jane Street Capital, LLC, enabling the entity to conduct in-kind creations and redemptions. The Transfer Agent is also party to these amendments. The Sponsor may engage additional Authorized Participants in the future, who may conduct creations and redemptions in-kind, in cash, or both.

  • · Event date: May 7, 2026
  • · Filing date: May 13, 2026
  • · Former name: Grayscale Solana Trust ETF
  • · Exchange: NYSE Arca, Inc.
  • · Exhibits include Form of Participant Agreement (10.1), Amendment No. 3 (10.2), and Amendment No. 4 (10.3)
Xos, Inc. 8-K neutral materiality 8/10

13-05-2026

On May 8, 2026, Xos, Inc. entered into a Third Amended and Restated Convertible Promissory Note with Aljomaih Automotive Co., amending the original $20 million note issued on August 11, 2022. The amendment reduces the conversion price from $71.451 per share to $12.00 per share and adds a mandatory conversion feature if the Daily VWAP exceeds $16.00 per share for at least 20 out of 30 consecutive trading days. No other material changes were made to the note.

  • · Original note issued August 11, 2022; prior conversion price $71.451 per share (adjusted for 1-for-30 reverse stock split on December 6, 2023).
  • · Warrants exercisable for one share of Common Stock at $345.00 per share.
  • · Common Stock par value $0.0001 per share; traded as XOS on Nasdaq Capital Market.
  • · Warrants traded as XOSWW on Nasdaq Capital Market.
iSpecimen Inc. 8-K mixed materiality 8/10

13-05-2026

iSpecimen Inc. priced a private placement with accredited investors for approximately $2.5 million in gross proceeds, issuing 488,281 shares of common stock at $5.12 per share or pre-funded warrants at $5.1199, expected to close around May 11, 2026, with proceeds allocated to working capital including up to $900,000 in marketing expenses. However, the offering caps shares at 19.99% of outstanding common stock pending stockholder approval under Nasdaq rules, involves substantial dilution to existing shareholders, and highlights ongoing risks including going concern doubts and Nasdaq compliance challenges.

  • · Private placement conducted under Section 4(a)(2) of the 1933 Act and Regulation D; securities unregistered.
  • · Company to file preliminary proxy statement with SEC within 30 days post-closing and hold stockholder meeting within 90 days.
  • · E.F. Hutton & Co. acting as exclusive placement agent.
  • · Registration rights agreement requires filing for resale of shares and warrant shares.
ACUITY INC. (DE) 8-K neutral materiality 8/10

13-05-2026

Acuity Inc., a Delaware corporation, entered into a Credit Agreement dated May 8, 2026, with a syndicate of lenders, JPMorgan Chase Bank, N.A. as Administrative Agent and LC Issuer, Bank of America, N.A. as Syndication Agent and LC Issuer, and Truist Bank, U.S. Bank National Association, Citibank, N.A., Keybank National Association, and PNC Bank, National Association as Co-Documentation Agents. The agreement establishes revolving commitments, letters of credit facilities, expansion options, and standard terms including financial covenants, representations, warranties, and events of default. No specific commitment sizes or financial metrics are detailed in the provided filing excerpt.

  • · Agreement filed as Exhibit 10.1 in 8-K on May 13, 2026 under Items 1.01 (Entry into Material Definitive Agreement), 2.03 (Creation of Direct Financial Obligation), and 9.01 (Financial Statements and Exhibits)
  • · Includes schedules for Pricing, Commitments, Existing Indebtedness, Existing Liens, Subsidiaries, and others (contents not provided in excerpt)
Oklo Inc. 8-K positive materiality 9/10

13-05-2026

Oklo Inc. terminated its Prior Sales Agreement dated December 4, 2025, effective May 13, 2026, under which it sold 15,774,224 shares of Common Stock for gross proceeds of approximately $1,499,867,429 out of a $1,500,000,000 aggregate offering price, with no termination penalties. On the same date, the company entered into a new Equity Distribution Agreement with sales agents including Goldman Sachs & Co. LLC, BofA Securities, Inc., and others. No offering size or sales details for the new agreement were disclosed in the filing.

  • · No termination penalties related to Prior Sales Agreement.
  • · Legal opinion on validity of Common Stock shares provided by Orrick, Herrington & Sutcliffe LLP (Exhibit 5.1).
  • · New Equity Distribution Agreement filed as Exhibit 1.1.
Venu Holding Corp 8-K positive materiality 9/10

13-05-2026

Venu Holding Corp's wholly owned subsidiary, Sunset at Chattanooga, LLC, entered into a Purchase and Sale Agreement on May 8, 2026, to acquire an approximately 15-acre parcel in Chattanooga, Tennessee, for $20.0 million, with plans to develop and operate a multi-seasonal amphitheater and entertainment complex. The purchase price will be funded through Development Incentive Funding, Suite Sales Revenue from pre-selling firepit suites, and a ticket fee participation agreement with the seller. Closing is expected by December 31, 2026, but is contingent on securing satisfactory development agreements, minimum incentives, pre-sales, and an additional parcel transfer, all at the purchaser's discretion.

  • · Purchaser's obligation to close contingent on conditions satisfied by six-month anniversary (November 8, 2026), including minimum tax increment financing, ticket participation fees to government entities, and structured parking facility agreement.
  • · Purchase Agreement includes customary terms such as earnest money deposit, tax prorations, inspection rights, title examination, seller representations, and warranties.
Honda Auto Receivables 2026-2 Owner Trust 8-K neutral materiality 8/10

13-05-2026

Honda Auto Receivables 2026-2 Owner Trust closed the issuance of Class A-1, Class A-2a, Class A-2b, Class A-3, and Class A-4 Asset Backed Notes on May 13, 2026, backed by transferred Honda and Acura auto receivables. American Honda Finance Corporation (AHFC) transferred receivables to American Honda Receivables LLC via a Receivables Purchase Agreement, which then sold them to the Trust under a Sale and Servicing Agreement, with various supporting agreements filed as exhibits. AHFC will retain at least 5% of each note class by initial principal amount.

  • · Final Prospectus dated May 5, 2026
  • · Original Trust Agreement dated April 6, 2026
  • · Exhibits filed: 4.1 (Indenture), 10.1 (Receivables Purchase Agreement), 10.2 (Sale and Servicing Agreement), 10.3 (Administration Agreement), 10.4 (Amended and Restated Trust Agreement), 10.5 (Asset Representations Review Agreement), 10.6 (Securities Account Control Agreement)
Whitehawk Therapeutics, Inc. 8-K positive materiality 9/10

13-05-2026

Whitehawk Therapeutics, Inc. (Nasdaq: WHWK) announced a private investment in public equity (PIPE) financing expected to generate gross proceeds of approximately $87.5 million through the sale of 4,330,866 shares of common stock at $3.92 per share and pre-funded warrants to purchase 17,991,021 shares at $3.9199 per warrant (exercise price $0.0001). The financing includes participation from existing investors such as Avoro Capital, QVT, and members of the executive team, with Jefferies and Leerink Partners as lead placement agents. Proceeds, combined with existing cash, are expected to fund working capital, advance the ADC pipeline, and extend the cash runway into the second half of 2028.

  • · PIPE financing expected to close on May 14, 2026, subject to customary closing conditions.
  • · Securities offered in a private placement not registered under the Securities Act of 1933.
REVIVA PHARMACEUTICALS HOLDINGS, INC. 8-K negative materiality 10/10

13-05-2026

Reviva Pharmaceuticals Holdings, Inc. received notice from the Nasdaq Hearings Panel on May 12, 2026, that its common stock will be delisted from the Nasdaq Capital Market due to failure to comply with the $1.00 minimum bid price requirement under Listing Rule 5550(a)(2), after missing the final compliance deadline of May 11, 2026. Trading on Nasdaq will be suspended as of the market open on May 14, 2026, with the stock shifting to quotation on the OTCQB Venture Market under the existing symbol RVPH. The delisting introduces significant risks including reduced liquidity, lower market price, impaired financing capabilities, penny stock classification, and potential loss of analyst coverage.

  • · Common stock par value: $0.0001 per share
  • · Nasdaq Commission File Number: 001-38634
  • · IRS Employer Identification No.: 85-4306526
  • · Annual Report on Form 10-K filed March 30, 2026, for fiscal year ended December 31, 2025
Nauticus Robotics, Inc. 8-K positive materiality 7/10

13-05-2026

Nauticus Robotics, Inc. (NASDAQ: KITT) appointed Brian Allen, former CEO of Beam, as Chief Revenue Officer effective May 13, 2026, to lead commercial strategy in EMEA and global technology licensing for Nauticus ToolKITT™. Under Allen's leadership at Beam from 2016 to 2025, the company grew to approximately 230 employees, built an $840 million sales pipeline, and generated $90 million in sales and order book in its final twelve months, achieving 60–100% annual revenue growth. The appointment aims to accelerate commercialization amid strong market demand, with no current financial declines reported.

  • · Beam ranked 32nd fastest-growing technology company in 2023 Deloitte UK Technology Fast 50 and in Deloitte EMEA Fast 500.
  • · Beam named a Sunday Times Top 100 tech company in 2025.
  • · Mr. Allen has over 15 years of direct field experience with subsea robotic systems.
  • · Mr. Allen holds a Certificate in Executive Leadership from Harvard University.
  • · Awards: 'UK Tech Entrepreneur of the Year,' 'Best Innovation Award,' 'Subsea Innovation and Technology' award.
Assertio Holdings, Inc. 8-K positive materiality 10/10

13-05-2026

Assertio Holdings, Inc. (Nasdaq: ASRT) announced its Board approved a definitive agreement to be acquired by Zydus Worldwide DMCC, a subsidiary of Zydus Lifesciences Limited, for $23.50 per share in cash, totaling approximately $166.4 million, representing a 30.6% premium to the original $18.00 per share Garda agreement, a 7.8% premium to the revised $21.80 Garda deal, and a 75.8% premium to the unaffected closing price on March 20, 2026. The superior Zydus offer, with no financing contingencies and full guarantees, led to termination of the Garda merger agreement announced on May 4, 2026. The tender offer is expected to close in Q2 2026 subject to customary conditions including majority shareholder tender, with the Board unanimously recommending shareholders tender their shares.

  • · Zydus offer has no financing contingencies and is fully guaranteed by a creditworthy Zydus entity.
  • · No regulatory approvals expected; closing subject to majority tender of outstanding shares and customary conditions.
  • · Following tender offer, remaining shares to be acquired via second-step merger at same $23.50 per share.
  • · Assertio common stock to be delisted from Nasdaq upon completion.
  • · Advisors: Moelis & Company LLC (financial), Gibson, Dunn & Crutcher LLP (legal), Longacre Square Partners (strategy and communications).
ACV Auctions Inc. 8-K positive materiality 8/10

13-05-2026

ACV Auctions Inc. entered into an Accelerated Share Repurchase (ASR) Agreement with Citibank, N.A. on May 12, 2026, to repurchase $50 million of its common stock as part of its previously announced share repurchase program. The company will make a $50 million payment on May 13, 2026, receiving an initial delivery of approximately 70% of the shares, with the total shares determined by volume-weighted average price less a discount and completion expected by Q4 fiscal 2026. No declines or flat metrics reported in this filing.

  • · ASR Agreement includes share calculation based on VWAP less discount, subject to customary adjustments.
  • · Transactions expected to complete no later than Q4 fiscal 2026.
  • · ASR Agreement filed as Exhibit 10.1.

Get daily alerts with 12 investment signals, 10 risk alerts, 10 opportunities and full AI analysis of all 34 filings

$30/mo after a 14-day free trial — no credit card required. See pricing or explore intelligence streams.

More from: US Corporate Distress Financial Stress SEC Filings

🇺🇸 More from United States

View all →