US Corporate Distress Financial Stress SEC Filings — May 22, 2026

22-05-2026

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

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

22-05-2026

All In FutureTech Alliance, Inc. (formerly Allied Gaming & Entertainment Inc., Nasdaq: AGAE) received a Nasdaq deficiency letter on May 19, 2026, for failing to timely file its Q1 2026 Form 10-Q and remaining delinquent on its FY2025 Form 10-K, creating an additional basis for potential delisting. However, the company announced on May 21, 2026, that it has now filed its FY2025 Annual Report and is working to file the Q1 2026 Form 10-Q, while the delisting notice has no immediate effect on trading. The company is pursuing a strategic transformation into an AI-focused digital infrastructure platform, but the filing delays and Nasdaq non-compliance represent significant ongoing risks.

• · The company received the Nasdaq deficiency letter on May 19, 2026, for failing to file its Q1 2026 Form 10-Q by the due date of May 15, 2026, and for remaining delinquent on its FY2025 Form 10-K.
• · The company filed its FY2025 Annual Report on Form 10-K on May 22, 2026, the same day as this 8-K filing.
• · The Q1 2026 Form 10-Q is still in preparation and has not yet been filed.
• · The company will continue to communicate with the Nasdaq Hearings Panel as part of an existing hearing process.
• · The company is undergoing a strategic transformation from a global experiential entertainment business into an AI-focused digital infrastructure platform.
• · Chairman and CEO James Li stated that major litigation disputes that had impeded development over the past two years have been resolved.
• · The company's common stock trades under the symbol AGAE on Nasdaq.

22-05-2026

Starfighters Space, Inc. (NYSE American: FJET) announced a $17.5 million strategic equity investment led by global institutional investors to accelerate its STARLAUNCH program, infrastructure expansion, and commercial space development. The financing is expected to close on or about May 27, 2026, and represents a milestone as the company transitions from capability development toward scaled commercial execution. However, the company faces execution risks including regulatory approvals, launch licensing, and development timelines, with a targeted space demonstration flight for STARLAUNCH II still 18 to 24 months away.

• · The company completed its IPO in December 2025.
• · Recent completion of wind tunnel testing for STARLAUNCH I validated key system dynamics and reduced technical risk.
• · STARLAUNCH II has a targeted space demonstration flight timeline over the next 18 to 24 months, subject to regulatory approvals and program execution.
• · The securities sold in the private placement have not been registered under the Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an applicable exemption.
• · The company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issued in the private placement.
• · Cantor is serving as exclusive placement agent; DLA Piper LLP (US) is legal advisor to Cantor; McMillan LLP is legal advisor to Starfighters Space.

22-05-2026

Classover Holdings, Inc. (NASDAQ: KIDZ; KIDZW) entered into a $100 million equity purchase facility agreement with Chardan Capital Markets, allowing the sale of up to $100 million of Class B common stock subject to stockholder approval. The company intends to use proceeds to expand into AI compute infrastructure, GPU cloud platforms, and data center ecosystems, and plans to rebrand as 'KIDZ AI Inc.' The strategic shift targets vertical integration in AI infrastructure, but the facility requires stockholder approval and is subject to market conditions, capital availability, and regulatory requirements.

• · The press release contains forward-looking statements that caution about risks including obtaining market acceptance, Nasdaq listing maintenance, and crypto asset price fluctuations (SOL).
• · Classover is currently described as an AI-driven education technology company with live teaching experience and proprietary AI-powered learning systems integrated with AI agents and robotics.
• · The facility is subject to stockholder approval and terms and conditions in the agreement.

22-05-2026

VolitionRx Ltd (VNRX) disclosed on May 21, 2026, that it failed to comply with a minimum Market Capitalization Covenant under two senior secured convertible promissory notes held by Lind Global Asset Management XII LLC, with original principal amounts of $7,500,000 (issued May 15, 2025) and $2,400,000 (issued January 7, 2026). The company entered into a waiver with Lind that waives certain rights and remedies arising from the breach, including acceleration and foreclosure, but imposes an additional payment equal to 10% of the outstanding principal of each note. Lind may also convert outstanding principal into common stock at a discounted price, subject to a 4.99% beneficial ownership cap.

• · The waiver was entered into on May 21, 2026, and filed on May 22, 2026.
• · Lind waived rights to declare amounts due, demand immediate payment, accelerate obligations, or foreclose on collateral due to the covenant breach.
• · The conversion price for Lind's conversion demand is the lower of the then-current Conversion Price or 90% of the average of the three lowest VWAPs during the 20 trading days prior to conversion notice.
• · The waiver document will be filed as an exhibit to the company's Quarterly Report on Form 10-Q on or before August 14, 2026.

22-05-2026

Navitas Semiconductor entered into a Settlement, Release and Amendment Agreement with Live Oak Sponsor Partners II, LLC on May 18, 2026, resolving disputes related to Earnout Shares from the 2021 business combination. Under the agreement, Navitas transferred 726,225 Sponsor Earnout Shares to Live Oak Sponsor that are no longer subject to vesting or forfeiture, in addition to 421,000 previously earned shares, while Live Oak forfeited 115,775 shares. The agreement includes mutual releases, confidentiality, and non-disparagement provisions.

• · The Earnout Shares are contingent on the Company's stock price achieving certain price targets before October 19, 2026.
• · The Settlement Agreement includes a general release of claims between the Company and Live Oak Sponsor, including claims related to the Letter Agreement.
• · Live Oak Sponsor agreed to indemnify the Company against claims brought by its equityholders related to the released claims.
• · The agreement was executed on May 18, 2026, and the 8-K was filed on May 22, 2026.

22-05-2026

Crescent Energy Finance LLC entered into the Fifteenth Amendment to its Credit Agreement, increasing the Aggregate Elected Commitment Amount to $2.0B and the Aggregate Maximum Credit Amount to $6.0B, with a new Borrowing Base of $3.5B. The amendment also extends the Initial Maturity Date to the fifth anniversary of the amendment effective date and adjusts financial covenants (leverage ratio from 2.75x to 3.00x, current ratio from 2.50x to 3.00x). The amendment reflects improved credit terms and increased borrowing capacity, but also introduces new senior notes definitions and removes certain existing note references.

• · The amendment removes the definitions of '9.250% Specified Existing Notes' and related indenture.
• · The Fifteenth Amendment Effective Date is May 18, 2026.
• · The amendment adjusts the leverage ratio covenant from 2.75x to 3.00x and the current ratio covenant from 2.50x to 3.00x.
• · The Borrowing Base of $3.5B constitutes the April 1, 2026 Scheduled Redetermination.

22-05-2026

Solstice Advanced Materials Inc. held its Annual Meeting on May 22, 2026, where shareholders elected four Class I directors (Peter Gibbons, Rose Lee, William Oplinger, Patrick Ward) for two-year terms, approved Deloitte & Touche LLP as independent auditors for 2026, and approved on a non-binding advisory basis the compensation of named executive officers. The company also confirmed it will hold an annual advisory vote on executive compensation until the 2032 annual meeting, consistent with shareholder preference for a 1-year frequency.

• · All four Class I director nominees were elected with strong support, with 'for' votes ranging from 108.7 million to 110.3 million votes.
• · The appointment of Deloitte & Touche LLP as independent auditors received overwhelming approval with 133.6 million 'for' votes versus only 187,060 against.
• · The non-binding advisory vote on executive compensation passed with 106.4 million 'for' votes, though 4.4 million votes were against, indicating some shareholder dissent.
• · Shareholders expressed a clear preference for an annual advisory vote on executive compensation, with 107.8 million votes for a 1-year frequency, compared to 2.1 million for 3 years and 0.97 million for 2 years.
• · The company will hold an annual advisory vote on executive compensation until the 2032 annual meeting.
• · After the meeting, Class II directors (Fiona C. Laird, Sivasankaran Somasundaram, Matthew Trerotola) continue until 2027, and Class III directors (Dr. Rajeev Gautam, David Sewell, Brian Worrell) continue until 2028.

22-05-2026

TransCode Therapeutics, Inc. (RNAZ) received a Nasdaq deficiency letter on May 19, 2026, for failing to meet the minimum stockholders' equity requirement of $2,500,000, reporting only $1,251,427 in its March 31, 2026 10-Q. The company has until July 3, 2026, to submit a compliance plan, and may receive up to a 180-day extension, but faces significant risk of delisting if unable to regain compliance, which would materially adversely affect its operations and share value.

• · The deficiency letter was received on May 19, 2026, and the 8-K was filed on May 22, 2026.
• · The company has 45 calendar days (until July 3, 2026) to submit a compliance plan to Nasdaq.
• · If the compliance plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the deficiency letter to regain compliance.
• · If the plan is rejected or compliance is not achieved, the company may appeal to a Nasdaq Hearings Panel, which would stay any delisting action.
• · The company's common stock trades under the symbol RNAZ on the Nasdaq Capital Market.

22-05-2026

Americold Realty Trust entered into the Fourth Amendment to its Credit Agreement on May 18, 2026, extending the maturity date of its $250 million 2025 Delayed Draw Term Facility from June 19, 2026 to September 19, 2026. The amendment provides a short-term extension of approximately three months, indicating a need for additional time to refinance or repay the facility.

• · The Fourth Amendment was entered into on May 18, 2026, and the 8-K was filed on May 22, 2026.
• · The original Credit Agreement was dated August 23, 2022.
• · The extension is from June 19, 2026 to September 19, 2026, a delay of three months.
• · The facility is part of a broader Credit Agreement with Bank of America as administrative agent.

22-05-2026

Blue Owl Digital Infrastructure Trust, through indirect subsidiaries, entered into three separate Membership Interest Purchase Agreements on May 18, 2026 to acquire 100% of three data center facilities in Gainesville, Virginia from unaffiliated third parties. The aggregate purchase price for the three properties is approximately $2.85 billion ($860.6M for GCDC 1, $1.1B for GCDC 2, and $893.7M for GCDC 3), with closings expected between Q2 2026 and Q1 2027. However, each transaction is independent and subject to customary closing conditions, and there is no assurance that any or all closings will occur on the described terms or at all.

• · All three properties are 100% leased to hyperscale customers.
• · Property 1 (GCDC 1) is a 72 MW facility; Property 2 (GCDC 2) is 72 MW; Property 3 (GCDC 3) is 54 MW.
• · Closings are expected in Q2 2026 (GCDC 1), Q4 2026 (GCDC 3), and Q1 2027 (GCDC 2).
• · Funding will come from cash on hand (primarily proceeds from the Trust's private offering) and new property-level debt currently being negotiated.
• · The termination of any one Purchase Agreement does not terminate any other Purchase Agreement.

22-05-2026

Corpay, Inc. (CPAY) announced the completion of a refinancing that increased its revolving credit facility by $925 million to $3.7 billion and its Term Loan A by $420 million to $3.3 billion, both with new 5-year terms and lower USD interest rates (10 basis points lower). The company plans to use $1 billion of the proceeds to pay down a portion of its Term Loan B, reducing it to $2.9 billion (maturing November 2032), resulting in lower annual interest expense. The refinancing extends maturities to 2031 and increases liquidity by over $1 billion, reflecting strong earnings power and attractive pricing.

• · The new facilities have 5-year terms, with the revolving credit facility maturing in 2031 and the Term Loan B maturing in November 2032.
• · The refinancing increases liquidity by over $1 billion.
• · Bank of America, N.A. is the Administrative Agent; multiple banks served as Joint Lead Arrangers and Joint Bookrunners.

22-05-2026

BlackSky Technology Inc. entered into a Sales Agreement with Deutsche Bank Securities Inc. and Craig-Hallum Capital Group LLC on May 22, 2026, allowing the company to offer and sell up to $250,000,000 of its Class A common stock through at-the-market offerings. The Sales Agents will receive up to 3.0% of gross proceeds as compensation. The filing does not include any prior-period financial data for comparison, so no period-over-period performance metrics are available.

• · The Sales Agreement may be terminated by either party upon ten trading days' prior written notice.
• · Sales will be made under the company's shelf registration statement on Form S-3ASR (File No. 333-296167) filed on May 22, 2026.
• · The company is not obligated to sell any shares under the agreement.
• · The company will submit orders to only one Sales Agent at a time.
• · The filing includes a legal opinion from Wilson Sonsini Goodrich & Rosati as Exhibit 5.1.

22-05-2026

Innovative Industrial Properties Inc. entered into a $20 million ATM Advance Agreement with A.G.P./Alliance Global Partners LLC on May 22, 2026, secured by proceeds from its at-the-market equity offering program. The loan matures on October 9, 2026, and requires a $1 million capital markets fee within one year. The agreement includes standard representations, covenants, and events of default.

• · The ATM Advance Agreement is secured by all rights under the ATM Sales Agreement and proceeds from the ATM program.
• · Borrower must deposit all sales proceeds into a segregated account subject to an Account Control Agreement with East West Bank.
• · The Maturity Date is October 9, 2026, unless earlier due to an event of default.
• · Borrower must pay Lender at least $1,000,000 in capital markets fees within one year of closing.
• · The agreement includes a Blackout Period provision that may restrict sales during earnings periods.

22-05-2026

Leggett & Platt disclosed the termination of an Aircraft Time Sharing Agreement with CEO Karl G. Glassman, effective May 30, 2026, as the aircraft is expected to be sold. Shareholders approved the amendment and restatement of the Flexible Stock Plan, increasing shares available for future grant by 4.0 million to approximately 8.2 million, extending the plan term to 2036, and adding a non-employee director annual compensation limit of $750,000. All eight director nominees were elected, and the advisory Say-on-Pay vote passed with 94,779,810 votes for and 5,660,419 against.

• · The Aircraft Time Sharing Agreement was dated May 20, 2024 and filed as Exhibit 10.3 to the Company's Form 8-K on May 21, 2024.
• · The Flexible Stock Plan has a term of 10 years expiring in 2036.
• · The Plan amendments include a requirement for the CEO to hold for at least one year any net shares received from the exercise of stock options or stock appreciation rights.
• · Director Joseph W. McClanathan received the highest number of against votes (11,851,234) among director nominees.
• · The ratification of PwC as auditor received 115,178,397 votes for and 2,605,282 against, with no broker non-votes.
• · Say-on-Pay was approved with 94,779,810 votes for and 5,660,419 against, with 17,351,084 broker non-votes.

22-05-2026

BKV Corporation entered into a Sixth Amendment to its Credit Agreement on May 20, 2026, with BKV Upstream Midstream, LLC as borrower, Citibank as administrative agent, and other lenders. The amendment modifies the terms of the existing credit facility, though specific financial details were not disclosed in the filing. No quantitative data on changes in borrowing capacity, interest rates, or financial covenants was provided.

• · The Sixth Amendment was entered into on May 20, 2026.
• · BKV Corporation acts as guarantor, while BKV Upstream Midstream, LLC is the borrower.
• · Certain subsidiaries of BKV Upstream Midstream, LLC also serve as guarantors.
• · The filing does not disclose the specific terms or financial impact of the amendment.

22-05-2026

Braemar Hotels & Resorts Inc. entered into Amendment No. 3 to its Fifth Amended and Restated Advisory Agreement with Ashford Inc. and Ashford Hospitality Advisors LLC on May 21, 2026. The amendment extends the negotiation period for a revised Base Fee or Incentive Fee through December 31, 2026. No financial figures or period-over-period comparisons are provided in this filing.

• · The amendment extends the negotiation period for revised Base Fee or Incentive Fee through December 31, 2026.
• · The original Fifth Amended and Restated Advisory Agreement was dated April 23, 2018.
• · The amendment was proposed by Ashford Inc. to the independent directors of Braemar's board.

22-05-2026

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

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

22-05-2026

Clene Inc. entered into an amendment to its August 2025 senior secured convertible promissory notes, extending the maturity date to the earlier of August 13, 2027 or a change in control, and deferring monthly principal and interest payments of $150,000 that were to begin September 13, 2026, with the full balance now due at maturity. Stockholders approved an amendment to the 2020 Stock Plan, increasing the number of shares reserved for issuance by 1,000,000 shares. At the annual meeting, all four director nominees were elected, Deloitte & Touche LLP was ratified as auditor for fiscal year 2026, and executive compensation was approved on an advisory basis.

• · The note amendment extends the maturity date to the earlier of August 13, 2027 or a change in control.
• · Monthly payments of $150,000 that were to begin September 13, 2026 are deferred; the full principal and accrued interest are now due at maturity.
• · Stockholders approved the amendment to the 2020 Stock Plan with 4,204,336 votes for, 475,626 against, and 15,747 abstentions.
• · All three Class III director nominees were elected: Robert Etherington (3,904,259 for), Shalom Jacobovitz (3,711,448 for), Alison H. Mosca (3,675,073 for).
• · Ratification of Deloitte & Touche LLP as auditor for fiscal year 2026 passed with 7,737,513 for, 11,372 against, and 4,285 abstentions.
• · Executive compensation was approved on an advisory basis with 3,973,504 for, 660,734 against, and 61,471 abstentions.

22-05-2026

Terra Innovatum Global N.V. (NKLR) received a deficiency notice from Nasdaq on May 19, 2026, for failing to timely file its Form 10-Q for the quarter ended March 31, 2026, and remaining delinquent on its Form 10-K for the fiscal year ended December 31, 2025, violating Nasdaq Listing Rule 5250(c)(1). The notice has no immediate effect on trading, and the company has until June 15, 2026, to submit a compliance plan; if accepted, Nasdaq may grant an exception until October 12, 2026. The company intends to regain compliance as soon as practicable, but the filing delays represent a material risk to continued listing.

• · The company has until June 15, 2026, to submit a plan to regain compliance.
• · If Nasdaq accepts the plan, an exception of up to 180 calendar days from the due date of the Form 10-K (as extended) may be granted, until October 12, 2026.
• · The company is an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.
• · The company's ordinary shares (par value €0.01 per share) trade on the Nasdaq Global Select Market under the symbol NKLR.

22-05-2026

Akari Therapeutics, Plc entered into a securities purchase agreement on May 20, 2026, to sell 1,470,588 ADSs (or pre-funded warrants) with Series H, I, and J warrants in a private placement expected to generate gross proceeds of approximately $5.5 million. The offering is structured in three tranches with closings on May 27, June 15, and July 15, 2026, and the company will use net proceeds for working capital and general corporate purposes. However, the issuance of Series Warrants and placement agent ADSs is subject to shareholder approval, and the company faces approximately $125,000 in placement agent fees and expenses.

• · The offering is structured in three tranches with closings expected on May 27, 2026, June 15, 2026, and July 15, 2026.
• · The Series Warrants have an exercise price of $3.74 per ADS and will be exercisable immediately after shareholder approval.
• · The company must file a registration statement (Form S-3 or S-1) within 30 days following the Third Closing Date to register the resale of the shares.
• · The securities were offered under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, relying on accredited investor representations.
• · The placement agent will receive 117,647 ADSs (8% of total ADSs issued) in addition to the 2% cash fee.

22-05-2026

The Oncology Institute, Inc. disclosed on May 20, 2026 that a cybersecurity incident affecting a software service provider (Vendor) has resulted in unauthorized access to certain information systems, including patient data. The company was notified by Kroll, the third-party administrator, and believes the incident has not materially impacted operations, financial systems, or patient care quality, though the investigation and assessment remain ongoing. The company is reserving rights for potential claims against third parties and will offer credit monitoring to affected patients.

• · The incident was initially voluntarily disclosed in Item 7.01 of an 8-K filed on November 6, 2025.
• · Kroll notified the company on May 20, 2026 that unauthorized access to certain information systems, including patient data, was detected.
• · The company believes the incident has affected various other healthcare service providers.
• · The company is reserving all rights with respect to potential claims against relevant third parties or service providers.
• · The company's operations have continued in all material respects since detection of the incident.

22-05-2026

Akamai Technologies entered into a call option transaction agreement with a dealer on May 22, 2026, in connection with its issuance of $1.5 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030/2032. The transaction allows Akamai to purchase call options on its common stock to hedge the conversion exposure of the notes. The filing includes detailed terms for the option exercise, settlement, and adjustments, but does not disclose specific financial results or performance metrics.

• · The call option transaction is governed by a 2002 ISDA Master Agreement with New York law.
• · Options are exercisable upon conversion of the notes, with automatic exercise provisions after the Free Convertibility Date (January 15, 2030 or 2032).
• · The Expiration Date is May 15, 2030 or 2032, subject to earlier exercise.
• · The filing includes provisions for adjustments in case of market disruption events or late exercise notices.
• · No financial performance data (revenue, profit, etc.) is provided in this filing.

22-05-2026

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

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

22-05-2026

Atlantic American Corporation received a Nasdaq notice on May 21, 2026, for non-compliance with Listing Rule 5250(c)(1) due to delinquent filing of its Form 10-K for FY2025 and Form 10-Q for Q1 2026. The company has until June 16, 2026, to submit a compliance plan; if accepted, Nasdaq may grant an extension until October 12, 2026. The notice has no immediate effect on the listing of AAME common stock on the Nasdaq Global Market.

• · The company remains delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2025, and its Quarterly Report on Form 10-Q for the period ended March 31, 2026.
• · If Nasdaq accepts the compliance plan, the company may be granted up to 180 calendar days from the prescribed due date for the Form 10-K (i.e., until October 12, 2026) to regain compliance.
• · If the plan is not accepted, the company has the opportunity to appeal to a Nasdaq Hearings Panel.
• · The company issued a press release on May 22, 2026, announcing receipt of the notice.

22-05-2026

SiTime Corporation announced a proposed offering of $1.1 billion aggregate principal amount of Convertible Senior Notes due 2031, with an underwriter over-allotment option of up to an additional $150 million. The net proceeds will primarily fund a portion of the cash consideration for the acquisition of certain timing business assets from Renesas Electronics Corporation, pay for capped call transactions to reduce potential dilution, and the remainder for general corporate purposes. The offering is subject to market conditions and other factors, and the notes will be unsecured obligations maturing June 15, 2031.

• · The notes will mature on June 15, 2031, unless earlier converted, redeemed or repurchased.
• · Interest will be payable semiannually in arrears.
• · Upon conversion, SiTime may pay or deliver cash, shares of common stock, or a combination.
• · The interest rate, initial conversion rate, and other terms will be determined at pricing.
• · The offering is made under a shelf registration statement on Form S-3 (File No. 333-277373) effective February 26, 2024.
• · Book-running managers include Wells Fargo Securities, Goldman Sachs & Co. LLC, Barclays, UBS Investment Bank, and Morgan Stanley.
• · HudsonWest LLC is acting as financial advisor.
• · SiTime has shipped more than 4 billion devices.
• · MEMS timing powers over 400 applications including AI datacenters, automated driving, industrial and humanoid robots, wearables and IoT.

22-05-2026

FOXO Technologies entered into a Settlement Agreement with J.H. Darbie on May 15, 2026, resolving all obligations by issuing 400 shares of Series D Preferred Stock and paying $175,000 in installments. Additionally, the majority stockholder approved a reverse stock split at a ratio between 1:1,000 and 1:10,000, abandoning a prior split. The company faces potential dilution from conversion rights and payment defaults.

• · The reverse stock split ratio ranges from 1:1,000 to 1:10,000, with exact ratio determined by the Board.
• · The prior reverse stock split approved in August/September 2025 has been abandoned.
• · In case of payment default, J.H. Darbie may convert unpaid balance into common stock at 90% of 20-day VWAP, subject to 4.99% beneficial ownership limitation.
• · The Settlement Agreement includes mutual releases of all claims under the J.H. Darbie Agreements.
• · The reverse split is subject to FINRA approval and will be effective no earlier than 20 days after mailing of definitive Information Statement.

22-05-2026

On May 21, 2026, Tenon Medical, Inc. received a Nasdaq notice of non-compliance with the minimum stockholders' equity requirement of $2.5 million, after reporting stockholders' equity of only $1,895,000 in its March 31, 2026 Form 10-Q. The company has 45 days (until July 6, 2026) to submit a compliance plan, and if accepted, may receive up to 180 days to regain compliance. There is no immediate impact on trading, but failure to regain compliance could lead to delisting.

• · The company does not currently meet alternative compliance standards related to market value of listed securities or net income from continuing operations.
• · If Nasdaq rejects the compliance plan or delisting is initiated, the company may appeal to a Nasdaq Hearings Panel, which would stay any suspension/delisting pending the hearing process and any additional extension granted by the panel.
• · The Notice has no immediate effect on the listing or trading of the company's common stock (TNON) or warrants (TNONW) on the Nasdaq Capital Market.
• · The company has not elected to use the extended transition period for complying with new or revised financial accounting standards (as an emerging growth company).

22-05-2026

Anteris Technologies Global Corp. (AVR) entered into a Sales Agreement with TD Securities (USA) LLC for an at-the-market (ATM) offering of up to $250M of its common stock, filed on May 22, 2026. Proceeds will primarily fund the DurAVR® Transcatheter Heart Valve System development, with the remainder for working capital and general corporate purposes. The company, however, cannot assure that any shares will actually be issued under the agreement, and there is no prior-period comparison to assess any financial trajectory, making the near-term impact uncertain.

• · The sales agreement is an 'at the market' offering under Rule 415(a)(4) of the Securities Act, allowing sales through the Nasdaq Global Market or in negotiated transactions including block trades.
• · The company will reimburse TD Cowen for certain expenses incurred in connection with the agreement.
• · The agreement may be terminated by either party at any time upon ten days' prior notice, or by TD Cowen earlier upon a material adverse effect or trading suspension.
• · The shelf registration statement (Form S-3, File No. 333-292565) was filed on January 2, 2026 and declared effective on January 8, 2026.
• · The legal opinion on the issuance and sale of the Common Stock was provided by Jones Day (Exhibit 5.1).

22-05-2026

On May 21, 2026, SEGG Media Corporation (formerly Lottery.com Inc.) received a Nasdaq notice for failure to timely file its Form 10-Q for the period ended March 31, 2026, violating Listing Rule 5250(c)(1). The company has 60 days to submit a compliance plan and may receive up to 180 days extension. The notice has no immediate effect on listing, but the company faces potential delisting risk.

• · The company's common stock trades under ticker SEGG on Nasdaq.
• · Warrants trade under ticker LTRYW with an exercise price of $2,300.00 per share.
• · The company is an emerging growth company and has not elected to use extended transition period for new accounting standards.

22-05-2026

Teucrium Commodity Trust (WEAT) entered into two material agreements on May 18 and May 22, 2026: a Custodial Services Agreement with BitGo Bank & Trust for safekeeping of the Fund's bitcoin, and a Master Purchase Agreement with BitGo Prime for bitcoin trading. The agreements are for an initial one-year term with automatic renewal, and the Fund will not pay commissions or transaction fees under the Master Purchase Agreement. No financial figures or period-over-period comparisons are provided in this filing.

• · The Custodial Services Agreement commenced on May 18, 2026, with an initial term of one year, automatically renewing for successive one-year periods unless either party gives 60 days' notice of non-renewal.
• · The Master Purchase Agreement was entered into on May 22, 2026, and BitGo Prime may close or suspend access to its trading system for cause at any time without prior notice, though it will use reasonable efforts to provide 30 days' notice.
• · Under the Master Purchase Agreement, the Fund will not pay any commissions or transaction, processing, or other fees.
• · BitGo Prime is an affiliate of BitGo Bank & Trust under common ownership, but transactions will be conducted on an arm's-length basis.
• · The Custodial Services Agreement requires the Fund to indemnify BitGo and certain affiliates in specified situations.
• · The Sponsor may allocate the Fund's bitcoin among multiple Bitcoin Custodians.

22-05-2026

Global Interactive Technologies, Inc. (GITS) received a Nasdaq delinquency notice on May 21, 2026, for failing to timely file its Q1 2026 10-Q, adding to a prior delinquency for its FY2025 10-K. The company now faces a maximum 180-day cure period ending October 12, 2026, and must submit an updated compliance plan by June 22, 2026. The repeated filing failures and compressed timeline heighten delisting risk.

• · The company's FY2025 10-K remains unfiled as of the Notice date.
• · The company must submit an updated compliance plan to Nasdaq by June 22, 2026.
• · The maximum cure period for all delinquent filings is 180 calendar days from the due date of the initial delinquent filing, ending October 12, 2026.

22-05-2026

Laser Photonics Corp received a Nasdaq deficiency notice on May 21, 2026, for failing to file its Form 10-Q for the period ended March 31, 2026, violating continued listing rules. The company has 60 days to submit a compliance plan, with a possible extension until November 16, 2026. This filing highlights a significant compliance risk that could lead to delisting if not resolved.

• · The deficiency notice was received on May 21, 2026.
• · The company has until November 16, 2026, at the latest to regain compliance if an extension is granted.
• · A press release regarding the deficiency notice was issued on May 22, 2026, and is attached as Exhibit 99.1.

22-05-2026

Polar Power, Inc. entered into a Securities Purchase Agreement with CFI Capital LLC on May 21, 2026, issuing a 6% convertible redeemable note with an aggregate principal amount of $600,000. The note includes an original issue discount of $54,000, resulting in a purchase price of $546,000. The transaction is intended to provide working capital, but the dilutive effect on existing shareholders is acknowledged.

• · The note is convertible into shares of common stock (Conversion Shares) upon terms and conditions set forth in the note.
• · The Buyer, CFI Capital LLC, is an accredited investor as defined in Rule 501(a) of Regulation D.
• · The securities are being sold in reliance on an exemption from registration under the Securities Act of 1933.
• · The Company acknowledges the potentially dilutive effect of the conversion shares on existing shareholders.
• · The Company's Board of Directors has authorized the transaction; no further shareholder consent is required.

22-05-2026

Tempest Therapeutics received a Nasdaq deficiency letter on May 19, 2026 for failing to meet the minimum stockholders' equity requirement of $2.5M, reporting only $822,000 as of March 31, 2026. Additionally, on May 22, 2026, the company notified Nasdaq of non-compliance with independent director and committee requirements due to board resignations. The company has 45 days to submit compliance plans, but faces significant risk of delisting if unable to regain compliance.

• · Company has 45 calendar days (until July 6, 2026) to submit a plan to regain compliance with stockholders' equity requirement.
• · If plan accepted, Nasdaq may grant up to 180 calendar days extension to regain compliance.
• · Company also failed alternative quantitative standards: market value of listed securities ($35M) and net income from continued operations ($500,000).
• · Board resignations caused non-compliance with majority independent director, audit committee, compensation committee, and nominating committee requirements.
• · Company is not eligible for cure period for independent director requirements due to more than one vacancy.
• · Company must submit compliance plan for independent director requirements within 45 calendar days.
• · Common stock continues to trade under symbol TPST on Nasdaq Capital Market with no immediate effect on listing.

22-05-2026

Jaguar Health, Inc. entered into exchange agreements with Streeterville Capital on May 21, 2026, issuing 54,222 common shares in exchange for 7.96 shares of Series Q Preferred Stock, which were cancelled. The company also adjourned its 2026 Annual Meeting of Stockholders until June 2, 2026, to provide additional information to stockholders via a proxy supplement, following discussions with Nasdaq. No financial performance metrics are disclosed in this filing.

• · The exchange agreements were entered into on May 21, 2026, and the exchanged preferred shares were cancelled and retired.
• · The Annual Meeting was originally called to order on May 22, 2026, and adjourned to June 2, 2026 at 8:30 a.m. Pacific Time.
• · The record date for the Annual Meeting remains April 15, 2026.
• · The company plans to file a supplement to the proxy statement prior to the reconvened meeting.

22-05-2026

Aperture AC announced the pricing of its $90,000,000 initial public offering of 9,000,000 units at $10.00 per unit, with units expected to begin trading on Nasdaq on May 21, 2026 under ticker 'APURU'. The offering is expected to close on May 22, 2026. The company is a blank check company led by CEO Calvin Kung and CFO Daniel Zhao, with IB Capital, LLC as book-running manager.

• · Each unit consists of one Class A ordinary share and one right to receive one-fourth of one Class A ordinary share upon an initial business combination.
• · The company has granted underwriters a 30-day option to purchase up to an additional 1,350,000 units at the IPO price.
• · The registration statement became effective on May 14, 2026.
• · The company is a blank check company formed for the purpose of effecting a merger or similar business combination.

22-05-2026

Koil Energy Solutions, Inc. announced a new $5 million asset-based revolving credit facility with nFusion Capital Finance, LLC, replacing a prior factoring arrangement that has been repaid. The facility supports working capital and rental equipment expansion, and the company now has no outstanding financial debt other than lease obligations.

• · The facility is a revolving line of credit drawn on an as-needed basis.
• · The prior receivables factoring arrangement with a commercial bank has been repaid in full and terminated.
• · KOIL currently has no outstanding financial debt other than lease obligations.
• · The facility provides additional liquidity and financial flexibility.

22-05-2026

CNL Strategic Residential Credit, Inc. entered into a First Amendment to its Loan and Security Agreement with Valley National Bank, adding a $5.0M Non-Formula Revolving Facility to satisfy a liquidity covenant under its repurchase facility with Goldman Sachs. The amendment also adds CNL Holdings, LLC as a guarantor for the new facility, extends the overall credit limit to $15.0M, and sets a Non-Formula Revolving Maturity Date of December 31, 2026, with a possible one-year extension at the bank's option. While the amendment provides additional liquidity, it also introduces new obligations and a guaranty requirement, and the fee amount is left blank, indicating potential undisclosed costs.

• · The Non-Formula Revolving Maturity Date is December 31, 2026, with a possible one-year extension at Valley National Bank's sole discretion.
• · Proceeds from Non-Formula Advances are restricted solely to satisfying a $5.0M liquidity covenant under the borrower's repurchase facility with Goldman Sachs.
• · The amendment adds CNL Holdings, LLC as a guarantor for the Non-Formula Revolving Facility via an Unlimited Guaranty.
• · The interest rate for both Advances and Non-Formula Advances is Term SOFR plus 2.75%, with a floor of 2.75% per annum.
• · The fee amount for the amendment is left blank in the filing, indicating an undisclosed cost.
• · The amendment modifies conditions precedent and events of default to include Non-Formula Advances.

22-05-2026

Roadzen Inc. entered into a Third Amendment to its Securities Purchase Agreement and Junior Convertible Notes with an institutional investor on May 22, 2026. The amendment defers certain installment payments due in April and May 2026 to July 20, 2026, adds a conversion price adjustment provision for future equity financings, and removes a provision requiring up to 25% of subsequent placement proceeds to redeem the November Note. The company must also use commercially reasonable efforts to obtain shareholder approval for issuing shares upon conversion exceeding 20% of outstanding shares as of November 20, 2025.

• · The Third Amendment defers the April 21, 2026 and May 21, 2026 Installment Amounts under the November Note to July 20, 2026.
• · The May 20, 2026 Installment Amount under the January Note is deferred to July 20, 2026.
• · The Investor's right to participate in certain financings is extended to December 20, 2027.
• · The amendment removes the provision requiring up to 25% of net proceeds from Subsequent Placements to redeem the November Note.
• · The company must use commercially reasonable efforts to obtain shareholder approval for issuing shares upon conversion exceeding 20% of outstanding shares as of November 20, 2025.

22-05-2026

BluSky AI Inc. appointed Theodore P. Botts as a new board member and entered into director agreements with Mr. Botts and existing independent director Whitney Cluff, each providing an annual fee of $75,000 payable quarterly in common stock valued at $3.65 per share. The appointments and agreements were effective May 19, 2026, and include indemnification provisions.

• · Theodore P. Botts has over 40 years of experience in investment banking and finance, having worked at Chemical Bank, Goldman Sachs, and UBS.
• · Botts currently provides corporate finance advisory services through Kensington Gate Capital and is chairman of the Audit Committee of Remark Holdings.
• · Botts holds a BA in Russian with a minor in Economics from Williams College and an MBA in International Finance from New York University.
• · Whitney Cluff, an existing independent director, also entered into a director agreement on the same terms as Botts.
• · The director agreements include indemnification provisions for losses incurred during service as a director.

22-05-2026

La Rosa Holdings Corp. (LRHC) received a Nasdaq deficiency notice on May 21, 2026, for failing to timely file its Form 10-Q for Q1 2026 and remaining delinquent on its Form 10-K for FY2025, violating Listing Rule 5250(c)(1). The company has until June 15, 2026, to submit a compliance plan)Skip and Nasdaq may grant an extension until October 12, 2026. While the notice has no immediate effect on listing, there is no assurance the company will regain compliance, and the stock continues to trade under 'LRHC' on The Nasdaq Capital Market.

• · The company is also delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2025.
• · The company has until June 15, 2026, to submit a plan of compliance to Nasdaq.
• · Nasdaq may grant an extension of up to 180 calendar days from the Form 10-K's due date, or until October 12, 2026, to regain compliance.
• · The company expects to file the delinquent reports and/or submit the compliance plan by June 15, 2026, but there is no assurance of success.
• · The company issued a press release on May 22, 2026, as required by Nasdaq Listing Rule 5810(b).

22-05-2026

GT Biopharma received a Nasdaq letter granting an additional 180-day compliance period until November 16, 2026, to meet the $1.00 minimum bid price requirement. The company previously failed to regain compliance during the initial period ending May 19, 2026. There is no assurance of regaining compliance.

• · Initial compliance period ended May 19, 2026, without regaining compliance.
• · Company meets all other listing requirements except bid price.
• · To regain compliance, closing bid price must be at least $1.00 for 10 consecutive business days.

22-05-2026

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

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

22-05-2026

SunPower Inc. entered into a note purchase agreement on May 19, 2026 to issue additional 10.00% Convertible Senior Secured Notes due 2029, which were issued on May 20, 2026 under the existing Indenture dated April 23, 2026. The Notes are senior secured obligations, mature on May 1, 2029, and carry a 10.00% annual interest rate payable quarterly. The conversion rate is initially 610.3143 shares per $1,000 principal (conversion price ~$1.64/share), with a maximum conversion rate of 884.9557 shares per $1,000 principal. The Notes are not redeemable by the Company, but holders can require repurchase upon a Fundamental Change at 100% of principal plus accrued interest. The Notes are fully guaranteed by Complete Solar, Inc. and secured by first-priority liens on substantially all assets of the Company and Guarantor. The Indenture includes customary covenants and events of default, including cross-default on indebtedness of at least $10.0 million and judgment defaults of $10,000,000 or more.

• · The Notes were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
• · Shares of Common Stock issued upon conversion will be exempt under Section 3(a)(9) of the Securities Act because no commission or other remuneration is expected to be paid in connection with conversion.
• · The Indenture includes a 30-day cure period for interest payment defaults and a 60-day cure period for other non-covenant defaults.
• · The Company may not effect any conversion that would result in a holder beneficially owning more than 9.99% of the Common Stock outstanding.
• · The Notes are not redeemable by the Company.
• · Interest accrues from April 23, 2026 and is payable quarterly on April 1, July 1, October 1, and January 1, beginning July 1, 2026.

22-05-2026

Smart Powerr Corp. (CREG) announced a registered direct offering of approximately $2 million of its Common Stock at $0.45 per share, expected to close on May 20, 2026. The company is transitioning from waste energy recycling to an energy storage integrated solution provider, but the offering dilutes existing shareholders and reflects ongoing capital needs.

• · The offering is being made under a shelf registration statement on Form S-3 (File No. 333-281639) that became effective on August 27, 2024.
• · Univest Securities, LLC is acting as the sole placement agent.
• · The company is in the process of transforming into an energy storage integrated solution provider, targeting industrial/commercial complexes, large-scale PV and wind power stations, remote islands, and smart energy cities.

22-05-2026

Sadot Group Inc. filed an 8-K on May 22, 2026, reporting amendments to its charter and bylaws (Items 3.03, 5.03, 7.01, 9.01). The filing is a material event but does not include any financial data or performance metrics. No specific details on the amendments are provided in the filing excerpt.

• · The filing covers Items 3.03 (Material Modification to Rights of Security Holders), 5.03 (Amendments to Articles of Incorporation or Bylaws), 7.01 (Regulation FD Disclosure), and 9.01 (Financial Statements and Exhibits).
• · The company was formerly known as Muscle Maker, Inc. (name changed through 2023-07-24).
• · Sadot Group Inc. is incorporated in Nevada (State of Inc.: NV) and headquartered in Burleson, Texas.
• · The company's SIC code is 5810 (Retail-Eating & Drinking Places), and its fiscal year ends December 31.

22-05-2026

Functional Brands Inc. (NASDAQ: MEHA) announced a definitive agreement to acquire the Alchemy gold-backed blockchain settlement platform from BullionFX in an all-stock asset acquisition valued at $142.9 million. The transaction, unanimously approved by both boards, is expected to close in Q3 2026 subject to due diligence, regulatory approvals, and a valuation. While management highlights the platform's potential to generate above-market yield on physical gold positions compared to near 0% for traditional gold ETFs, the company faces significant execution risks including its going concern status, dependence on future capital raises, and the dilutive effect of the preferred shares issued as consideration.

• · Binding LOI was signed on May 11, 2026; definitive agreement executed on May 22, 2026.
• · Gold reached all-time highs in 2025 driven by central-bank purchasing, geopolitical tension, and demand for non-sovereign stores of value.
• · The company has a going concern status and depends on future capital raises.
• · The acquisition consideration includes preferred shares that will be dilutive to existing stockholders.
• · Functional Brands operates an FDA-registered, cGMP-compliant manufacturing facility in Oregon.
• · The company's wellness portfolio includes Kirkman® (over 75 years, available in 35+ countries), P2i™ prenatal supplement, and Tru2u.health telehealth platform.
• · Closing conditions include due diligence, regulatory approvals, and a valuation.

22-05-2026

iPower Inc. filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State, effective May 22, 2026, implementing a 1-for-8 reverse stock split of its common stock. The amendment was approved by shareholders representing 53.1% of the outstanding voting power. No fractional shares will be issued; instead, fractional shares will be rounded up to the nearest whole share.

• · The reverse stock split was filed under NRS 78.385 and 78.390 (after issuance of stock).
• · The amendment specifically modifies the first sentence of Article FOURTH (Capital Stock) of the Sixth Amended and Restated Articles of Incorporation.
• · The effective date and time of the amendment is May 22, 2026 at 12:01 a.m. ET.
• · The filing was acknowledged by the Nevada Secretary of State on May 20, 2026, at 9:06:00 AM.
• · The company's Nevada State Business License (NV20181256543) expires on April 30, 2027.

22-05-2026

Ares Real Estate Income Trust Inc. (ZARE) entered into an amendment to its existing subscription agreement with Ares Apogee Finance HoldCo L.P., increasing the total investment by $100M to $300M in Class B Common Shares. The additional $100M purchase will close on June 1, 2026, with shares priced at the April 30, 2026 NAV per share of Class I-PR common stock. The amendment also modifies the lock-up and redemption terms, including a new quarterly repurchase cap of $7.5M for non-SRP redemptions, while maintaining the original three-year lock-up from October 17, 2025.

• · The upsize purchase date is May 19, 2026, with the issuance date for the new shares set for June 1, 2026.
• · The share price for the upsize will be based on the NAV per share of Class I-PR common stock as of April 30, 2026.
• · The lock-up period for all securities (original and upsize) runs from October 17, 2025 to the three-year anniversary (October 17, 2028).
• · After the lock-up, Apogee SPV may request redemptions under the SRP but will be subordinate to other common stockholders unless the shares are held by a non-affiliate of the Advisor or the Advisor is no longer external.
• · Apogee SPV also has the right to request up to $7.5M per quarter in Optional Non-SRP Repurchases, with unused amounts not rolling forward.