US Corporate Distress Financial Stress SEC Filings — May 27, 2026

USA Corporate Distress & Bankruptcy

By Gunpowder Editorial ·

50 high priority 50 total filings analysed

Executive Summary

The 50 filings from May 27, 2026, paint a stark picture of a bifurcated market: a wave of distressed micro-caps is aggressively seeking emergency capital through dilutive ATMs, convertible notes, and private placements, while larger, more stable companies are opportunistically refinancing debt and pursuing strategic M&A.

The most critical theme is the surge in Nasdaq non-compliance and going-concern risks, with at least five companies (Borealis Foods, Greenwave Technology, Liminatus Pharma, SOBR Safe, Callan JMB) facing potential delisting. This distress is concentrated in the small-cap biotech and technology sectors, where cash burn and failed trials are forcing existential restructuring. In contrast, the energy and digital infrastructure space is seeing significant capital deployment, highlighted by DigitalBridge's $1.05B acquisition of ArcLight and newcleo's $2.4B SPAC merger. Insider activity is notably absent from these filings, but capital allocation patterns—aggressive dilution vs. strategic debt refinancing—clearly separate the survivors from the distressed. The period-over-period data from BDCs (Golub Capital, PennantPark) shows flat-to-declining net asset values, signaling a cautious outlook for credit markets. The most actionable intelligence lies in the distressed names where the structure of rescue financing (e.g., HWH International's control-diluting deal) creates both extreme risk and potential for asymmetric returns.

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 26, 2026.

Investment Signals (12)

  • Announced $1.05B acquisition of ArcLight Capital, creating a $150B+ AUM manager at the convergence of power, AI, and digital infrastructure. The deal is conditioned on SoftBank's pending acquisition, creating a powerful catalyst chain.

  • newcleo/NewHold Investment Corp III (BULLISH)

    SPAC merger at $2.4B pre-money with a $429M gross proceeds (oversubscribed PIPE at $10). Despite being pre-revenue from reactors, the company has $780M in private funding and an OECD top-ranked fast reactor design. High-risk, high-reward.

  • Secured up to $1.3B in non-dilutive capital from Blackstone, removing cash runway concerns. The structure (synthetic royalty + debt) is highly favorable, but execution risk on Phase 3 milestones remains.

  • Sold 20M shares + warrants for 160M shares at $0.63 to Smart Dynamics, granting the buyer anti-dilution rights and board control. This is a de facto change-of-control financing at a deep discount, signaling extreme distress.

  • BuzzFeed (BEARISH)

    Byron Allen acquired 51% for $120M ($3.00/share), but only $20M was cash; $100M is a promissory note. $12.5M immediately went to debt paydown. The structure suggests the company's valuation is fragile and cash flow is constrained.

  • Received a final delisting notice from Nasdaq for failing to meet the $50M MVLS rule. The appeal only provides a temporary stay. This is a terminal risk flag for the equity.

  • Received a second Nasdaq delinquency notice for late Q1 10-Q, adding to the late 10-K. The company has a narrow window (June 16) to submit a compliance plan. Repeated failures signal deep operational/accounting issues.

  • Second Nasdaq delinquency notice for late Q1 10-Q. The company has until June 22 to submit a plan. The pattern of late filings is a classic distress signal.

  • Issued $1.846B in new senior notes to refinance $2.5B in 2026 maturities. This is a proactive, healthy balance sheet management move, locking in rates for the long term.

  • Completed a $125M offering of 9.75% Senior Notes due 2031. The high coupon reflects the risk in the mortgage REIT sector, but the successful raise provides liquidity for acquisitions. [NEUTRAL/BULLISH]

  • Redomesticated from Delaware to Texas, eliminating cumulative voting and setting a 25% threshold for special meetings. This is a governance shift that reduces shareholder rights, often seen as a prelude to a takeover or restructuring.

  • Entered a five-year MSA with ARK Capital Markets, including warrants at $1.01 and a 1% AUM fee. The involvement of ARK's Chief Futurist as a strategic advisor is a positive signal for the company's pivot to digital assets/treasury management.

Risk Flags (10)

  • Final delisting notice for failing $50M MVLS rule. Appeal is the only lifeline. High probability of equity being worthless.

  • Received deficiency letter for bid price <$1.00 and is ineligible for standard 180-day cure due to excessive reverse splits (1-for-1100 total). Continued listing is contingent on a business combination with Clean World Ventures by Sept 15, 2026.

  • Filed an ATM to raise $5M while simultaneously disclosing non-compliance with Nasdaq's Stockholders' Equity Requirement. The ATM is a desperate capital raise to avoid delisting.

  • Two consecutive late filings (10-K and 10-Q) within a month. This pattern often precedes a material weakness in internal controls or a restatement.

  • Same pattern as Borealis—two late filings. The company is burning cash and cannot meet basic reporting requirements.

  • Issued $22.86M in secured promissory notes with an OID, a DACA, and IP security agreements. The structure is highly creditor-friendly and suggests the company had no other financing options.

  • Facing an $880,000 success fee claim from Craft Capital Management. For a micro-cap, this legal liability is material and could strain cash reserves.

  • Terminated two key agreements (Gemma collaboration and office lease) with a $2.3M termination fee. This is a significant strategic retreat, and the lack of a new direction is a red flag.

  • €10M loan at 7% interest, but repayment is primarily from project proceeds or 33% of financing. The borrower is not liable from other sources for 5 years, but the warrant (1.85M shares at $1.00) is highly dilutive.

  • Issuing $1.75B in new notes at 5.35% and 6.05% to redeem 5.00% notes. The higher coupon increases interest expense, though it extends maturities.

Opportunities (10)

  • The $1.3B Blackstone deal is a best-in-class financing structure for a biotech. The removal of cash runway guidance and the path to self-sustainability make this a potential multi-bagger if Phase 3 data is positive.

  • newcleo / SPAC Merger (OPPORTUNITY)

    The $2.4B valuation for a pre-revenue nuclear company is high, but the $429M in gross proceeds and the OECD ranking create a unique opportunity to invest in next-gen nuclear at scale. The oversubscribed PIPE is a strong vote of confidence.

  • The $1.05B deal creates a dominant player in the power/AI/digital infrastructure nexus. The $150B+ combined AUM provides a massive fee base. The contingent consideration structure aligns incentives.

  • Bit Digital is acting as a lender to its own majority-owned subsidiary, using an ETH-denominated credit facility. This allows BTBT to earn a spread over staking yields while retaining ETH exposure. A creative and potentially lucrative capital structure.

  • The MSA with ARK Capital, including a strategic advisor role for Brett Winton, signals a pivot to a high-conviction digital asset strategy. The warrants at $1.01 provide a clear upside target.

  • Regaining full rights to two CAR-T reagents at no cost is a low-risk, high-upside move. Third-party data showing Tscm-enriched CAR-T products achieving complete remissions is a strong catalyst.

  • The $28.8M sale of Westwood Plaza to Regency Centers at no financing contingency is a clean exit. The $1.2M deposit and 120-day due diligence period provide a clear timeline.

  • The offering is led by existing large institutional holders, signaling strong insider support. The proceeds fully fund the Cavorite X7 prototype, a clear de-risking milestone.

  • Q32 Bio / $55M PIPE (OPPORTUNITY)

    The PIPE is led by top-tier healthcare investors (BVF, RA Capital, OrbiMed, Atlas). The $8.00/share price provides a floor, and the involvement of these funds is a strong quality signal.

  • The 50/50 radiopharma collaboration with Niowave, including a 7.9% equity stake, is a low-cost entry into a hot sector. The Nectin-4 target is clinically validated.

Sector Themes (6)

  • Micro-Cap Distress Financing Wave

    At least 8 companies (Data Storage, Callan JMB, N2OFF, Minerva, Artelo, Dominari, HWH International, BNB Plus) are raising capital through ATMs, convertible notes, or private placements. The terms are uniformly dilutive and often include warrants or high interest rates, signaling a lack of traditional financing options. This is a systemic risk for the micro-cap space.

  • Nasdaq Delisting Epidemic

    5 companies (Borealis, Greenwave, Liminatus, SOBR Safe, Callan JMB) are actively fighting delisting. The common thread is repeated filing delays and failure to meet minimum market value or bid price rules. This cluster suggests a broader weakness in small-cap compliance and governance.

  • Energy & Infrastructure Capital Rotation

    While micro-caps struggle, the energy/infrastructure sector is seeing massive capital deployment. DigitalBridge's $1.05B acquisition, newcleo's $2.4B SPAC merger, and Cheniere's $1.75B debt issuance all point to a sector awash in capital, driven by AI power demand and energy transition themes.

  • Biotech Survival Mode

    Biotech companies are employing extreme financing strategies. Apogee's $1.3B non-dilutive deal is the gold standard, while Medicus Pharma's secured debt and Artelo's FINRA arbitration represent the distressed end. The sector is bifurcating between winners with data and losers without.

  • BDC / Credit Market Caution

    Both Golub Capital BDC and PennantPark Floating Rate Capital reported flat-to-declining net asset values (NAV down 0.7% and 2.4% YoY, respectively). This suggests underlying credit stress in their portfolios, even as they maintain dividends. Investors should watch for future NAV erosion as a leading indicator of credit losses.

  • Asset-Backed Securitization Activity

    Three major ABS deals closed on the same day (Nissan Auto $1.27B, Exeter Select $384M, CNH Equipment $908M). This indicates robust demand for consumer and equipment ABS, but the sub-prime nature of Exeter's deal (7.69% top coupon) warrants monitoring for credit deterioration.

Watch List (8)

  • Compliance plan due June 16, 2026. Failure to file Q1 10-Q by early June could trigger delisting. Watch for any further delays or auditor changes.

  • Compliance plan due June 22, 2026. Similar to Borealis, the pattern of late filings is a key risk. Watch for any going-concern language in the eventual Q1 filing.

  • Nasdaq Hearings Panel decision. The appeal is the only thing keeping the stock alive. A negative ruling would mean immediate suspension.

  • Must complete business combination with Clean World Ventures by September 15, 2026. Any delays or deal renegotiations would be highly negative.

  • The ArcLight acquisition is conditioned on SoftBank's pending acquisition of DigitalBridge. Watch for regulatory approvals and any changes to the SoftBank deal terms.

  • newcleo / NewHold Investment Corp III
    👁

    Shareholder vote on the SPAC merger. Redemption rates will be a key signal of investor confidence. A high redemption rate could jeopardize the $209M from the trust.

  • Phase 3 enrollment completion triggers a $100M tranche from Blackstone. Watch for enrollment updates and any protocol changes.

  • The Securities Purchase Agreement with Smart Dynamics requires stockholder approval for the director appointments. Watch for proxy filings and shareholder reaction to the dilutive deal.

Filing Analyses (50)
Apogee Therapeutics, Inc. 8-K positive materiality 9/10

27-05-2026

Apogee Therapeutics announced a strategic financing collaboration with Blackstone Life Sciences for up to $1.3 billion in non-dilutive capital, including up to $800 million in synthetic royalty funding and up to $500 million in senior corporate debt. The company also reported APEX Phase 2 Part B results and removed its cash runway end date guidance, positioning itself to achieve a self-sustainable financial profile through commercialization of zumilokibart without future equity financing. However, the transaction is contingent on achieving specific milestones (Phase 3 enrollment, positive Phase 3 data, FDA approval) and the debt portion is only available at mutual consent, introducing execution risk.

  • · The synthetic royalty is for a term of 15 years on worldwide annual sales of zumilokibart, with low-to-mid single digit tiered royalties that decrease based on sales.
  • · No royalties are due on global annual sales exceeding $8 billion.
  • · The first $400 million in preapproval funding is divided into 3 tranches: $100M at signing, $100M upon Phase 3 enrollment completion, and $200M upon positive Phase 3 data.
  • · Upon FDA approval, up to $400 million in additional funding is available, with $150 million at Apogee's option.
  • · The funding agreement includes specific provisions on change of control, with an option to buy back a significant portion of the royalty.
  • · The senior debt of up to $500 million is available only at mutual consent of Apogee and Blackstone.
  • · Apogee removed its cash runway end date guidance as a result of the funding agreement.
  • · Goldman Sachs served as exclusive financial advisor to Apogee; Latham & Watkins as legal counsel to Apogee; Ropes & Gray as legal counsel to Blackstone.
  • · This is described as the largest royalty financing for a pre-Phase 3 program to date.
Data Storage Corp 8-K neutral materiality 5/10

27-05-2026

Data Storage Corporation entered into an Equity Distribution Agreement with Maxim Group LLC on May 26, 2026, allowing at-the-market sales of up to $10.6 million of common stock. The agreement replaces a prior July 2024 arrangement and includes a 2.5% commission to Maxim, with no obligation for the company to sell any shares. The filing does not disclose any actual sales or financial performance data.

  • · The agreement replaces the prior Equity Distribution Agreement dated July 18, 2024.
  • · Maxim's obligations are subject to effectiveness of the Registration Statement and customary closing conditions.
  • · The ATM Prospectus is part of the shelf registration statement on Form S-3 (File 333-280881), declared effective on July 26, 2024.
  • · The agreement terminates upon the earlier of sale of all shares or termination as provided in the agreement.
  • · No assurance is given that any shares will be sold under the agreement.
Bain Capital Private Credit 8-K neutral materiality 5/10

27-05-2026

Bain Capital Private Credit's subsidiary BCPC I, LLC secured a new $50 million commitment from Goldman Sachs Bank USA under its existing credit agreement, increasing total lender commitments to $250 million. The new commitment, effective May 21, 2026, was added to the existing facility originally dated November 29, 2023, with Goldman Sachs serving as both administrative agent and lender. The filing reflects continued access to credit facilities but does not disclose any changes in financial performance or operational metrics.

  • · The new commitment was made under Section 2.1(e) of the credit agreement dated November 29, 2023.
  • · Goldman Sachs Bank USA acted as both administrative agent and lender for the new commitment.
  • · The effective date of the new commitment is May 21, 2026.
  • · Conditions precedent include satisfaction of standard credit agreement conditions, delivery of legal opinions, and no existing default.
  • · The agreement is governed by New York law.
CALLAN JMB INC. 8-K negative materiality 6/10

27-05-2026

Callan JMB Inc. entered into an At-The-Market Issuance Sales Agreement with Alexander Capital, L.P., authorizing the sale of up to $5,000,000 worth of common stock in at-the-market offerings. The company will pay a 3% commission on gross proceeds and intends to use net proceeds for working capital and general corporate purposes.

  • · The filing references forward-looking statements that mention the company's intent to submit a plan to regain compliance with the Stockholders' Equity Requirement within 45 calendar days, indicating the company was in non-compliance with Nasdaq listing standards as of the filing date.
  • · Shares sold under the agreement will be issued pursuant to an S-3 registration statement (File No. 333-296253) filed on May 26, 2026.
  • · Sales may be made directly on the Nasdaq Capital Market, other trading markets, or to/through a market maker, and also in privately negotiated transactions with prior written approval.
ONCOR ELECTRIC DELIVERY CO LLC 8-K neutral materiality 7/10

27-05-2026

Oncor Electric Delivery Company LLC issued €850 million aggregate principal amount of 4.55% Junior Subordinated Notes due 2056, with net proceeds of approximately €839.8 million (US$974.3 million) for general corporate purposes, including repaying commercial paper. The notes are subordinated and unsecured, and the interest rate will reset periodically. The all-in U.S. dollar fixed-rate coupon is 5.98535% through cross-currency swaps.

  • · The notes mature on November 26, 2056.
  • · Interest is payable annually on November 26, starting November 26, 2026.
  • · The notes are subordinated to all existing and future senior indebtedness and effectively subordinated to secured indebtedness and structurally subordinated to subsidiary liabilities.
  • · Oncor may redeem the notes at 100% of principal plus accrued interest from August 28, 2031 to the First Interest Reset Date and on any interest payment date thereafter.
  • · The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
  • · The notes have been admitted to trading on the Global Exchange Market of Euronext Dublin.
N2OFF, Inc. 8-K neutral materiality 8/10

27-05-2026

N2OFF, Inc. (now Nexentis Technologies Inc.) entered into an amended and restated facility agreement with L.I.A. Pure Capital Ltd. for a €10 million loan facility. The loan carries a 7% annual interest rate, payable in advance for 24 months, and repayment is primarily from company projects or financing proceeds, with a final maturity on the fifth anniversary. The agreement also includes the issuance of a warrant to purchase 1,850,000 shares at $1.00 per share, subject to a 4.99% beneficial ownership limitation.

  • · The loan repayment is primarily from company projects or 33% of financing proceeds; the borrower is not liable to repay from other sources except after the 5-year term.
  • · Interest is paid in advance for 24 months upon each drawdown and deducted from the drawdown amount.
  • · The warrant exercise price is $1.00 per share, with a 4.99% beneficial ownership limitation.
  • · If stockholder approval is required for the warrant, it must be obtained within six months of closing.
  • · The borrower's authorized capital includes 495,000,000 common shares and 5,000,000 preferred shares (none issued).
  • · The agreement amends and restates a prior facility agreement dated October 1, 2024.
Aptevo Therapeutics Inc. 8-K positive materiality 8/10

27-05-2026

Aptevo Therapeutics Inc. (APVO) announced a 50/50 strategic collaboration with Niowave, Inc. to develop up to three radiopharmaceutical oncology programs. Niowave made an at-the-market equity investment in Aptevo at closing, representing an initial ownership of 7.9% (based on shares outstanding as of May 13, 2026), with potential to increase to up to 19.99% through warrant exercises at a premium. The collaboration marks Aptevo's expansion into radiopharmaceuticals and Niowave's first investment in a therapeutic development program, combining Aptevo's multispecific platforms with Niowave's radioisotope manufacturing and supply capabilities, beginning with a Nectin-4 targeting asset.

  • · The collaboration is structured as a 50/50 strategic collaboration to develop up to three radiopharmaceutical programs.
  • · Niowave's initial ownership of 7.9% is based on Aptevo's shares outstanding as of May 13, 2026, with no exercise of warrants at closing.
  • · The initial target for the collaboration is Nectin-4, a clinically validated cancer target expressed on the surface of cancer cells.
  • · Niowave will provide radioisotopes including Actinium-225 and additional radioisotopes, along with manufacturing and supply capabilities.
  • · The companies have designed and are ready to initiate the first stage of the collaboration.
  • · The press release notes that radiopharmaceutical therapies have seen multi-billion-dollar transactions by large pharma companies such as Novartis, Bristol Myers Squibb, Eli Lilly, and AstraZeneca.
Q32 Bio Inc. 8-K positive materiality 8/10

27-05-2026

Q32 Bio Inc. announced a $55 million private placement financing led by BVF Partners L.P. with participation from RA Capital Management, OrbiMed, and Atlas Venture. The company will issue 6,725,000 shares of common stock at $8.00 per share and pre-funded warrants for 150,000 shares at $7.9999 each. The offering is expected to close on May 28, 2026, with Morgan Stanley as lead placement agent and Oppenheimer & Co. as co-placement agent.

  • · The private placement is being led by BVF Partners L.P., with participation from RA Capital Management, OrbiMed, and Atlas Venture.
  • · Morgan Stanley acted as lead placement agent and Oppenheimer & Co. acted as a placement agent.
  • · Q32 Bio has agreed to file a registration statement with the SEC registering the resale of the shares and the shares issuable upon exercise of the pre-funded warrants.
  • · The company is advancing bempikibart (ADX-914), a fully human anti-IL-7Rα antibody, for the treatment of alopecia areata in an ongoing Phase 2 program.
  • · Approximately 700,000 people in the United States live with alopecia areata.
Minerva Neurosciences, Inc. 8-K mixed materiality 7/10

27-05-2026

Minerva Neurosciences entered into an at-the-market offering agreement with Leerink Partners to sell up to $75.0 million of common stock. The company also extended the relapse assessment phase of its Phase 3 roluperidone trial from 40 to 52 weeks, with topline efficacy results expected in H2 2027 and relapse data in H2 2028.

  • · The ATM offering is under an existing S-3 registration statement (File No. 333-294203) effective March 19, 2026.
  • · The company has no obligation to sell any shares, and the agent is not required to sell any specific number or dollar amount.
  • · The trial design includes a crossover to either daily 64 mg roluperidone or antipsychotics during the relapse assessment phase.
  • · Topline efficacy results expected in H2 2027; relapse assessment data in H2 2028.
MOLSON COORS BEVERAGE CO 8-K neutral materiality 7/10

27-05-2026

Molson Coors Beverage Company issued $1.0 billion in U.S. dollar-denominated senior notes (4.900% due 2031 and 5.500% due 2036) and C$500 million in Canadian dollar-denominated senior notes (4.300% due 2033) in concurrent offerings. Net proceeds of approximately $1,846 million will be used for general corporate purposes, including repayment of $2.0 billion 3.00% Senior Notes due 2026 and C$500 million 3.44% Senior Notes due 2026. The notes are senior unsecured obligations and rank pari passu with existing unsubordinated debt.

  • · The U.S. Notes and CAD Notes are senior unsecured obligations and rank pari passu with all other unsubordinated debt.
  • · Interest on the U.S. Notes and CAD Notes is payable semi-annually on January 8 and July 8, beginning January 8, 2027.
  • · The notes are subject to customary covenants limiting additional secured indebtedness, sale and leaseback transactions, and asset sales.
  • · The company may redeem the notes at any time at applicable redemption prices.
  • · The CAD Notes were issued under a base indenture dated July 7, 2016, as supplemented by multiple supplemental indentures.
Passage BIO, Inc. 8-K negative materiality 8/10

27-05-2026

Passage Bio, Inc. (PASG) terminated two material agreements in late May 2026. The company ended its research collaboration with Gemma Biotherapeutics for Huntington's disease and Temporal Lobe Epilepsy programs, and exited its Philadelphia office lease by paying a $2.3 million termination fee. These actions signal a significant strategic shift and cost-reduction effort, though no specific financial impact or new strategic direction was disclosed.

  • · The Gemma Collaboration Agreement was originally dated July 31, 2024.
  • · The Huntington's disease program was active; the Temporal Lobe Epilepsy program was already paused.
  • · The 2005 Market Street lease commenced in February 2021 and was set to expire in December 2031.
  • · The company had subleased substantially all of the office space under two sublease agreements in August and September 2023.
  • · Passage Bio is a remote-only company and does not maintain a headquarters.
SYNOPSYS INC 8-K positive materiality 7/10

27-05-2026

Synopsys appointed Jesse Cohn, a Managing Partner at Elliott Investment Management, to its Board of Directors as an independent director effective June 1, 2026, expanding the board to 11 members. The appointment follows a cooperation agreement with Elliott that includes customary standstill, voting, and confidentiality commitments. Cohn will also join the Corporate Governance and Nominating Committee.

  • · Cohn is a Managing Partner at Elliott and has served as an independent director of Citrix Systems, eBay, and Twitter.
  • · He is a member of the advisory board at the Harvard Law School Program on Corporate Governance.
  • · Prior to Elliott, Cohn was an Analyst in M&A at Morgan Stanley.
  • · He earned a B.S. in Economics from Wharton, summa cum laude.
  • · The cooperation agreement will be filed separately on Form 8-K.
Borealis Foods Inc. 8-K negative materiality 8/10

27-05-2026

Borealis Foods Inc. received a Nasdaq deficiency notice on May 21, 2026, for failing to timely file its Q1 2026 Form 10-Q, supplementing a prior notice for its delayed 2025 Form 10-K. The company has until June 16, 2026, to submit a compliance plan and expects to file the Q1 10-Q by early June 2026, which it believes will cure both deficiencies. However, if the plan is not accepted or the filings are further delayed, the company faces potential delisting from the Nasdaq Capital Market.

  • · The Nasdaq notice has no immediate effect on the listing or trading of the Company's Common Shares (BRLS) or Warrants (BRLSW).
  • · The prior notice for the delayed 2025 Form 10-K was received on April 17, 2026.
  • · If Nasdaq accepts the compliance plan, the company may be granted up to 180 calendar days from the due date of the 2025 Form 10-K, or until October 12, 2026, to regain compliance.
  • · The company anticipates filing the Q1 2026 Form 10-Q no later than early June 2026.
Medicus Pharma Ltd. 8-K negative materiality 8/10

27-05-2026

Medicus Pharma Ltd. entered into a Notes Purchase Agreement with Streeterville Capital, LLC on May 27, 2026, issuing secured promissory notes totaling $22,864,225 in principal ($12,864,225 A-1 Note and $10,000,000 B Note) for a Purchase Price of $22,000,000. The A-1 Note carries an $834,225 original issue discount and $30,000 in transaction expense amounts. The B Note is secured by cash in a deposit account via a Deposit Account Control Agreement (DACA), with additional collateral including guarantees from four subsidiaries and security agreements over intellectual property and assets. The filing does not disclose financial trends or period-over-period comparisons, and no negative or flat metrics are present beyond the secured/liquidity-sensitive structure.

  • · The A-1 Note carries an Original Issue Discount of $834,225 and a $30,000 Transaction Expense Amount, both included in its principal balance.
  • · The B Note is fully secured by cash in a Deposit Account via a DACA, and the Company granted a first-position security interest in that account.
  • · Additional collateral includes a Guaranty from four subsidiaries (SkinJect, Medicus Pharma Inc., Antev, MDCX Holdings), an Intellectual Property Security Agreement from Antev, and Security Agreements from Antev and the Company.
  • · The B Note can be exchanged into A Notes (at Company's option) if the aggregate outstanding balance of A Notes is reduced by $2,000,000, on a 2-to-1 formula ($2M reduction in A Notes allows $1M exchange of B Note), subject to compliance with Section 4(xi).
  • · The issuance is made under Section 4(a)(2) of the Securities Act, Rule 506, and Section 2.3 of OSC Rule 72-503 (Canada) — a hybrid US/Canadian private placement.
  • · Company represents it is a 'reporting issuer' under Canadian Securities Laws and not in default in any Canadian province/territory.
  • · Company acknowledges it is not a 'Shell Company' and has not conducted undisclosed financing transactions requiring SEC disclosure.
Super League Enterprise, Inc. 8-K neutral materiality 2/10

27-05-2026

Super League Enterprise, Inc. filed an 8-K on May 27, 2026, announcing the elimination of its Series AA Preferred Stock designation. All shares of Series AA Preferred Stock had been converted, and the Board of Directors resolved to cancel the Certificate of Designation, returning the shares to authorized but unissued preferred stock status. This is a routine corporate housekeeping action with no financial impact.

  • · The resolution to eliminate the Series AA Preferred Stock designation was adopted by unanimous written consent of the Board of Directors on November 20, 2025.
  • · The Certificate of Elimination was executed on May 22, 2026.
  • · All authorized Series AA Preferred Stock had been converted, and under Section 8(i) of the Certificate of Designation, converted shares resume status as authorized but unissued preferred stock.
SONIM TECHNOLOGIES INC 8-K neutral materiality 6/10

27-05-2026

Sonim Technologies Inc., now named DNA X, Inc., entered into a Securities Purchase Agreement on May 20, 2026, with an unnamed Purchaser for the sale of securities in a private placement exempt under Section 4(a)(2) and Rule 506(b) of Regulation D. The net proceeds will be used for working capital purposes, with restrictions on debt satisfaction, stock redemption, litigation settlement, or FCPA/OFAC violations. The agreement includes provisions terminating confidentiality obligations post-disclosure, prohibiting variable rate transactions until the note is held, and requiring the company to preserve corporate existence and comply with blue sky laws. No specific financial amounts, share quantities, or purchase price were disclosed in this filing excerpt.

  • · The company changed its name from Sonim Technologies, Inc. to DNA X, Inc., a Delaware corporation.
  • · The securities are being sold in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D, indicating a private placement to accredited investors.
  • · The Purchaser(s) are not named in the filing excerpt and the company is restricted from disclosing their name without consent, except as required by securities law.
  • · The agreement includes a shareholder rights plan provision stating that the Purchaser will not be deemed an 'Acquiring Person' under any poison pill or anti-takeover plan.
  • · The company is prohibited from entering into any 'Variable Rate Transaction' (e.g., equity line of credit or convertible with reset pricing) until the Purchaser no longer holds the Note.
  • · The agreement requires the company to pledge membership interests of its wholly-owned subsidiary as collateral under the Note.
  • · The company must file a Form D with the SEC and comply with state blue sky laws for the securities sold.
  • · No material, non-public information was delivered without the Purchaser's consent; if it is, the Purchaser has no duty of confidentiality or duty not to trade.
  • · The company's corporate existence must be preserved as long as the Note remains outstanding.
UNITIL CORP 8-K neutral materiality 5/10

27-05-2026

Unitil Corporation, Aquarion Water Authority, and South Central Connecticut Regional Water Authority entered into Amendment No. 3 to the Purchase and Sale Agreement, extending the termination date from May 25, 2026 to June 30, 2026. The amendment also formalizes notice of an amendment to the Eversource Agreement. No financial terms or transaction values were disclosed in this filing.

  • · The original Purchase and Sale Agreement was dated May 6, 2025, with prior amendments on January 23, 2026 (Amendment No. 1) and February 23, 2026 (Amendment No. 2).
  • · The termination date extension is from May 25, 2026 to June 30, 2026.
  • · The amendment also includes notice of an amendment to the Eversource Agreement, dated May 25, 2026, among Eversource, Seller and RWA.
  • · No financial terms, purchase price, or transaction value were disclosed in this filing.
TTEC Holdings, Inc. 8-K neutral materiality 6/10

27-05-2026

TTEC Holdings, Inc. completed a redomestication from Delaware to Texas on May 22, 2026, effective with the filing of an 8-K on May 27, 2026. The company filed a new Certificate of Formation under the Texas Business Organizations Code, authorizing 150 million shares of Common Stock ($0.01 par value) and 10 million shares of Preferred Stock ($0.01 par value). Key governance changes include elimination of cumulative voting, a 25% threshold for shareholders to call special meetings, and officer/director liability protection to the fullest extent permitted by Texas law.

  • · The redomestication was accomplished via a plan of conversion from a Delaware corporation to a Texas corporation.
  • · The corporation's initial registered agent in Texas is CT Corporation System.
  • · Initial registered office is at 1999 Bryan Street, Suite 900, Dallas, Texas 75201; initial mailing address is 100 Congress Avenue, Suite 1425, Austin, Texas 78701.
  • · The corporation elects to be governed by Section 21.419 of the TBOC regarding derivative proceedings.
  • · The Certificate of Formation eliminates preemptive rights for shareholders and provides for indemnification of directors, officers, and agents to the fullest extent permitted by Texas law.
BuzzFeed, Inc. 8-K mixed materiality 9/10

27-05-2026

BuzzFeed, Inc. completed a majority stake investment by Byron Allen's family office, with Allen Family Digital acquiring 51% of outstanding shares for $120 million ($3.00 per share). Byron Allen becomes Chairman and CEO, while founder Jonah Peretti transitions to President of BuzzFeed AI. The company plans to expand into free-streaming video, AI-powered media, and direct-to-consumer offerings, leveraging Allen's media portfolio including 650 FAST channels and 30,000 movies/TV shows. However, the transaction was funded with only $20 million in cash and a $100 million promissory note, and $12.5 million of proceeds were immediately used to pay down debt, indicating ongoing financial constraints.

  • · Jonah Peretti co-founded BuzzFeed in 2006 and served as CEO until this transaction.
  • · Allen Family Digital acquired 40 million shares at $3.00 per share.
  • · The promissory note is due five years from closing with 5% annual interest.
  • · BuzzFeed used $12.5 million of proceeds to reduce existing debt.
  • · Byron Allen's portfolio includes 13 ABC-CBS-NBC affiliate stations in 11 U.S. markets and ten 24-hour HD TV networks.
  • · Allen also produces, distributes, and sells advertising for 74 television programs.
  • · BuzzFeed's direct monthly visitors are in the tens of millions.
Liminatus Pharma, Inc. 8-K negative materiality 9/10

27-05-2026

Liminatus Pharma, Inc. received a notice from Nasdaq on May 20, 2026, that it has failed to regain compliance with the $50M market value of listed securities (MVLS) rule and the $15M market value of publicly held shares (MVPHS) rule. The company's securities were set to be suspended and delisted from The Nasdaq Global Market, but on May 26, 2026, the company requested an appeal before the Nasdaq Hearings Panel, which stays any suspension or delisting action pending the hearing. The outcome of the appeal remains uncertain.

  • · The initial non-compliance notices from Nasdaq were received on November 19, 2025.
  • · The 180-day compliance period expired on May 18, 2026.
  • · The delisting notice was received on May 20, 2026.
  • · Without an appeal, trading suspension would begin at the opening of business on May 29, 2026.
  • · The company requested an appeal before the Nasdaq Hearings Panel on May 26, 2026, which stays any delisting action pending the hearing.
  • · The filing includes forward-looking statements and disclaimers about the uncertainty of regaining compliance.
ARTELO BIOSCIENCES, INC. 8-K mixed materiality 8/10

27-05-2026

Artelo Biosciences entered into an at-the-market (ATM) offering agreement with H.C. Wainwright & Co. to sell up to $6.53 million of common stock, with a 3.0% commission rate. Separately, the company disclosed a FINRA arbitration claim filed by Craft Capital Management seeking an $880,000 success fee, warrants valued at $880,000, and monthly late fees related to a prior private placement that closed on March 30, 2026, for gross proceeds of approximately $11 million. The filing highlights both a new capital-raising mechanism and a legal dispute that could result in material financial obligations.

  • · The ATM agreement was entered into on May 26, 2026, and the related shelf registration statement (Form S-3, File No. 333-295537) was declared effective by the SEC on May 19, 2026.
  • · The Sales Agent (H.C. Wainwright) may sell shares by any method permitted under Rule 415, including direct sales on Nasdaq or through a market maker.
  • · The Company may instruct the Sales Agent not to sell shares if the price is below a designated threshold.
  • · The Company may terminate the Sales Agreement at any time upon 10 business days' prior written notice; the Sales Agent may terminate upon prior written notice.
  • · The arbitration claim by Craft Capital Management was filed on April 7, 2026, and alleges breach of a right of first refusal provision in an engagement letter dated March 16, 2026, which was terminated on March 27, 2026.
  • · Craft is also seeking monthly late fees, reasonable attorneys' fees, interest, and other appropriate relief.
GOLUB CAPITAL BDC, Inc. 8-K mixed materiality 7/10

27-05-2026

Golub Capital BDC, Inc. (GBDC) reported its financial results for the quarter ended March 31, 2025, with net investment income of $0.45 per share and net asset value per share of $18.52. The company declared a quarterly distribution of $0.39 per share, payable on June 30, 2025. However, net asset value declined slightly from $18.65 per share in the prior quarter, reflecting a modest decrease of 0.7%.

  • · Net investment income per share was $0.45 for the quarter.
  • · Quarterly distribution of $0.39 per share was declared, payable on June 30, 2025.
  • · Net asset value per share decreased from $18.65 to $18.52 quarter-over-quarter.
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. 8-K positive materiality 7/10

27-05-2026

First Real Estate Investment Trust of New Jersey (FREVS) entered into a Purchase and Sale Agreement on May 26, 2026 to sell its Westwood Plaza shopping center to an affiliate of Regency Centers Corporation for $28.8 million. The buyer made a $1.2 million initial deposit, refundable during a 120-day due diligence period ending September 23, 2026, after which an additional $1 million deposit is required. The transaction is expected to close by August 15, 2027, with no financing contingency, and the Board unanimously approved the deal.

  • · The initial due diligence period is 120 days, expiring on September 23, 2026.
  • · The buyer has an option for a second due diligence period of up to nine additional months, with a $50,000 monthly fee.
  • · The closing deadline is August 15, 2027.
  • · There is no financing contingency in the agreement.
  • · The Preferred Stock Purchase Rights are registered under Section 12(b) and will transfer with common stock until the Distribution Date.
Eightco Holdings Inc. 8-K positive materiality 8/10

27-05-2026

Eightco Holdings Inc. entered into a five-year Master Services Agreement with ARK Capital Markets LLC, under which ARK will provide strategic and business advisory services. The agreement includes a 1.00% annual management fee on treasury assets under management, warrants to purchase up to 2,200,000 shares at $1.01 per share, and potential capitalization milestone bonuses at $1.0B, $5.0B, and $10.0B. Additionally, Brett Winton, ARK's Chief Futurist, will serve as a strategic advisor to the Board, with ARK receiving $250,000 annual cash compensation and a one-time grant of 2,200,000 restricted shares vesting over five years.

  • · The ARK Warrants are exercisable at $1.01 per share and expire ten years after issuance.
  • · Warrants vest in equal quarterly installments over five years, beginning three months after the MSA effective date.
  • · The Company must register shares issuable upon exercise of ARK Warrants within 30 days of issuance.
  • · The restricted stock grant to ARK vests in equal quarterly installments over five years.
  • · ARK's research team has over 40 years of experience in identifying disruptive innovations.
HWH International Inc. 8-K mixed materiality 9/10

27-05-2026

HWH International Inc. entered into a Securities Purchase Agreement with Smart Dynamics Technology Limited on May 27, 2026, to sell 20 million shares of common stock and warrants to purchase up to 160 million shares at $0.63 per share for an aggregate purchase price of $10 million. The proceeds are intended for general working capital and operational expansion. However, the transaction grants the Purchaser significant control, including anti-dilution rights for two years and the right to appoint three directors, subject to stockholder approval, and the warrants are exercisable immediately with a four-year term.

  • · The Securities Purchase Agreement was preceded by a Term Sheet dated May 5, 2026.
  • · The Purchaser's anti-dilution rights apply only if it beneficially owns at least a majority of the Company's common stock after closing.
  • · The Company must file a registration statement for the shares and warrant shares within 60 days of closing.
  • · The closing is subject to stockholder approval by holders of a majority of the Company's common stock.
  • · The securities are being sold in reliance on exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
Bit Digital, Inc 8-K positive materiality 8/10

27-05-2026

Bit Digital (BTBT) originated a $100M delayed draw term loan facility (expandable to $150M) as a lender for a subsidiary of WhiteFiber (WYFI), the AI/HPC infrastructure company in which Bit Digital holds a majority stake. Bit Digital expects to fund the facility via an Ethereum-denominated secured credit facility, aiming to retain ETH exposure while earning an attractive financing spread that should exceed traditional ETH staking yields. The transaction was approved by an independent committee of the Board, and both Bit Digital and WhiteFiber received fairness opinions from Needham and Company and Seaport Global Securities, respectively.

  • · B. Riley Securities, Inc. purchased a portion of the term loans from Bit Digital Capital, Inc.
  • · The facility can be expanded to $150M upon mutual agreement of the parties.
  • · Bit Digital expects to fund advances through drawings against an Ethereum-denominated secured credit facility, allowing the Company to retain ETH exposure.
  • · The transaction was approved by the Board and an independent committee of disinterested directors.
  • · Both Bit Digital and WhiteFiber received written fairness opinions — Needham and Company LLC for Bit Digital, and Seaport Global Securities, LLC for WhiteFiber.
  • · Bit Digital describes itself as a publicly-listed Strategic Asset Company with three core verticals: ETH accumulation, AI/HPC through WhiteFiber, and strategic acquisitions.
WhiteFiber, Inc. 8-K positive materiality 7/10

27-05-2026

WhiteFiber, Inc. (Nasdaq: WYFI) announced a $100 million delayed draw term loan facility with Bit Digital Capital, Inc., which can be increased to $150 million upon mutual agreement. The facility is intended to support near-term growth initiatives in data centers and cloud services, bridging timing gaps between project starts and permanent financing. The company also continues to advance non-dilutive financing solutions, including an expanded credit facility with Royal Bank of Canada and progress on permanent financing for its NC-1 facility.

  • · The facility may be increased to $150 million upon mutual agreement of the parties.
  • · B. Riley Securities, Inc. purchased a portion of the term loans under the facility from Bit Digital Capital, Inc.
  • · Proceeds may be used for the completion of the first phase of an HPC data center in Madison, North Carolina, subject to timing of permanent financing closing.
  • · The company continues to advance non-dilutive permanent financing solutions, including an expanded credit facility with Royal Bank of Canada.
  • · Permanent financing for NC-1 is expected to be completed in the near-term.
REDWOOD TRUST INC 8-K positive materiality 7/10

27-05-2026

Redwood Trust, Inc. completed a public offering of $125M in 9.75% Senior Notes due 2031, with net proceeds of approximately $120.41M. The company may issue up to an additional $18.75M in notes if underwriters exercise their over-allotment option. Proceeds will be used for general corporate purposes, including funding mortgage banking platforms and strategic acquisitions.

  • · The notes bear interest at 9.75% per year, payable quarterly beginning September 1, 2026.
  • · The notes mature on June 1, 2031, unless earlier redeemed or repurchased.
  • · Upon a change of control repurchase event, the company must offer to repurchase notes at 101% of principal plus accrued interest.
  • · The company may redeem the notes at 100% of principal plus accrued interest on or after June 1, 2028.
  • · No sinking fund is provided for the notes.
  • · In an event of default, holders of at least 25% of principal may declare 100% of principal and interest due.
Dominari Holdings Inc. 8-K neutral materiality 7/10

27-05-2026

Dominari Holdings Inc. entered into inducement agreements with holders of Series B warrants to reduce market overhang. Holders could either exercise warrants at a reduced price of $2.50 per share (Option A) or exchange unexercised warrants for common stock at a 10:3 ratio (Option B). The company expects gross proceeds of approximately $3.67 million from Option A and to issue about 150,000 shares from Option B, leaving approximately 1.2 million unexercised Series B warrants outstanding.

  • · The inducement agreements were entered into on May 22, 2026.
  • · The Series B warrants were originally issued on February 14, 2025.
  • · The shares underlying the warrants are registered for resale under an effective S-3 registration statement (No. 333-286648) filed April 21, 2025 and declared effective April 25, 2025.
  • · Option B exchange ratio is 10:3 (for every 10 warrant shares exchanged, 3 common shares issued).
  • · Exchange Shares under Option B are issued under Section 3(a)(9) exemption, allowing tacking of holding period for Rule 144.
  • · The deadline for holders to accept the offer was 4:00 p.m. ET on May 22, 2026.
  • · The company will issue a press release or file an 8-K disclosing material terms.
NATIONAL HEALTHCARE CORP 8-K neutral materiality 6/10

27-05-2026

National Healthcare Corporation (NHC) entered into a new Credit Agreement on May 26, 2026, with Bank of America as Administrative Agent, Swingline Lender, and L/C Issuer, and with BofA Securities and Wells Fargo Securities as Joint Lead Arrangers. The agreement provides for a revolving credit facility and a term loan facility, with pricing tied to NHC's Consolidated Leverage Ratio (ranging from 1.250% to 1.750% for Term SOFR loans). The initial Applicable Rate is set at Pricing Level II (1.500% for Term SOFR loans) until the first Compliance Certificate is delivered for the quarter ending December 31, 2026. The filing does not disclose specific commitment amounts or drawn balances, limiting quantitative detail.

  • · The Credit Agreement includes a continuing guaranty from certain subsidiaries of the Borrower.
  • · The agreement contains financial covenants (Consolidated Leverage Ratio) that determine pricing levels.
  • · The initial Applicable Rate is set at Pricing Level II until the Compliance Certificate for the quarter ending December 31, 2026 is delivered.
  • · The agreement includes standard representations, warranties, affirmative and negative covenants, and events of default.
  • · The filing does not disclose the total commitment amounts or the amount drawn under the facilities.
PennantPark Floating Rate Capital Ltd. 8-K mixed materiality 6/10

27-05-2026

PennantPark Floating Rate Capital Ltd. (PFLT) reported fiscal Q2 2026 results with net investment income of $0.32 per share, flat compared to $0.32 per share in Q2 2025. Net asset value per share declined to $10.85 from $11.12 a year ago. The company declared a monthly dividend of $0.11 per share for June 2026.

  • · Dividend of $0.11 per share declared for June 2026, payable on July 1, 2026 to shareholders of record as of June 15, 2026.
  • · Total investment income for Q2 2026 was $45.2 million, up from $43.1 million in Q2 2025.
  • · Net investment income for Q2 2026 was $20.5 million, compared to $20.3 million in Q2 2025.
  • · Net asset value as of March 31, 2026 was $694 million, down from $712 million a year earlier.
Greenwave Technology Solutions, Inc. 8-K negative materiality 9/10

27-05-2026

Greenwave Technology Solutions, Inc. (GWAV) received a second Nasdaq delinquency notice on May 21, 2026, for failing to timely file its Q1 2026 Form 10-Q, adding to a prior notice for its late 2025 Annual Report (10-K). The company has until June 22, 2026, to submit a compliance plan; if accepted, Nasdaq may grant an exception until October 12, 2026. There is no immediate impact on trading, but the company faces significant ongoing listing risk.

  • · The latest notice (May 21, 2026) is for failure to file the Q1 2026 Form 10-Q; a prior notice (April 22, 2026) was for the 2025 Annual Report (Form 10-K).
  • · Deadline to submit a compliance plan to Nasdaq is June 22, 2026.
  • · If a plan is accepted, the exception period runs until October 12, 2026 (180 calendar days from the Annual Report due date).
  • · The company's common stock continues trading on the Nasdaq Capital Market under symbol GWAV during this process.
  • · The filing includes cautionary forward-looking statements that there is no assurance the company will ultimately comply or be granted relief.
TELEFLEX INC 8-K neutral materiality 7/10

27-05-2026

Teleflex Incorporated entered into a new Credit Agreement dated May 26, 2026, with a syndicate of lenders including JPMorgan Chase Bank, N.A. as Administrative Agent, establishing revolving credit facilities and other credit extensions. The agreement refinances and replaces the company's existing credit facility and contains customary covenants, representations, and events of default, with specific provisions addressing the pending Acute Care Disposition of its acute care and interventional urology businesses. The material terms include total commitments per a schedule (summarized in the agreement but specific monetary amounts not extracted in this filing excerpt), a leverage ratio covenant, and the ability to incur incremental commitments and extend maturity dates.

  • · The Credit Agreement was dated as of May 26, 2026, with a syndicate of 17 banks serving as agents and arrangers.
  • · The agreement includes a defined 'Acute Care Disposition' — the sale of Teleflex's acute care and interventional urology businesses under an Equity Purchase Agreement dated December 9, 2025 with Lotus US Bidco Inc.
  • · The facility provides for multiple currencies: US Dollars, Euro, Sterling, Swiss Francs, and Yen.
  • · The agreement contains a leverage ratio financial covenant (Section 6.09) with an 'Acquisition Holiday' provision.
  • · The New Credit Agreement terminates commitments under the company's existing credit agreement (Section 9.20).
  • · The agreement includes a guarantee from all Restricted Subsidiaries and a collateral package (pledge of equity interests).
  • · Interest rate options include ABR (Alternate Base Rate), Term SOFR, EURIBOR, TIBOR, and Daily Simple RFR rates, each subject to a floor.
AMERICAN TOWER CORP /MA/ 8-K neutral materiality 7/10

27-05-2026

American Tower Corporation completed a registered public offering of €750.0 million aggregate principal amount of 4.000% senior unsecured notes due 2033, generating net proceeds of approximately €742.7 million ($866.7 million). The company intends to use the net proceeds to repay existing indebtedness drawn under its $6.0 billion revolving credit facility, to repay €500.0 million of its 1.950% senior notes due 2026, and for general corporate purposes.

  • · The notes mature on September 1, 2033 and bear interest at 4.000% per annum, payable in EUR in arrears on September 1 each year, beginning September 1, 2026.
  • · Interest accrues from May 27, 2026 and is computed on actual/actual day count basis.
  • · The indenture limits the company's ability to merge, consolidate or sell assets, and limits liens, with an exception allowing liens securing indebtedness up to 3.5x Adjusted EBITDA.
  • · Redemption prior to July 1, 2033 requires a make-whole premium plus accrued interest; on or after July 1, 2033, redemption price is 100% of principal plus accrued interest.
  • · Upon a Change of Control and Ratings Decline, the company may be required to repurchase notes at 101% of principal plus accrued interest.
  • · Events of default include 30-day interest payment default, principal payment default, 90-day covenant breach after notice, and certain bankruptcy/insolvency events.
  • · If bankruptcy/insolvency event of default occurs, principal and accrued interest become immediately due without further action; other defaults require declaration by trustee or holders of at least 25% of outstanding principal.
MIRA PHARMACEUTICALS, INC. 8-K positive materiality 7/10

27-05-2026

MIRA Pharmaceuticals announced it has secured worldwide rights for its proprietary NMDA receptor modulator Ketamir-2 by amending its exclusive license agreement with MIRALOGX LLC, expanding the territory from North America to all countries with patent rights. The expanded IP portfolio now covers 10 major markets including the U.S., Europe, China, and Japan, positioning the company for global licensing or co-development discussions ahead of planned Phase 2a trials in chemotherapy-induced peripheral neuropathy (CIPN). The amendment does not materially change the core economic terms of the original agreement, and the company is advancing Phase 2a protocol documentation for FDA submission under its active IND.

  • · Ketamir-2 is an oral NMDA receptor modulator with low binding affinity and limited off-target activity.
  • · In preclinical models, Ketamir-2 showed improved efficacy compared with ketamine, pregabalin, and gabapentin for neuropathic pain.
  • · The DEA determined Ketamir-2 is not classified as a controlled substance.
  • · Phase 1 results showed no serious adverse events or study discontinuations.
  • · The expanded patent portfolio includes filings in the United States, Europe, China, Japan, Canada, Australia, India, Israel, Mexico, and South Korea.
  • · The company is advancing Phase 2a protocol documentation for submission to the FDA under its active IND.
Cheniere Energy Partners, L.P. 8-K neutral materiality 6/10

27-05-2026

Cheniere Energy Partners, L.P. (CQP) announced on May 26, 2026, its intention to offer Senior Notes due 2036 and Senior Notes due 2056. Proceeds will be used for general partnership purposes, including potential repayment, refinancing, or redemption of existing indebtedness, such as the SPL 2027 Notes. The offering is unregistered and subject to market conditions.

  • · The Notes will rank pari passu in right of payment with existing senior notes at Cheniere Partners, including notes due 2029, 2031, 2032, 2033, 2034, and 2035.
  • · The offering is not registered under the Securities Act of 1933 and is subject to applicable exemptions.
  • · The press release does not constitute an offer to purchase or a solicitation of an offer to sell the SPL 2027 Notes.
HCW Biologics Inc. 8-K positive materiality 7/10

27-05-2026

HCW Biologics exercised its option to regain full ex vivo rights to two commercial-ready reagents, HCW9206 and HCW9201, from licensee Wugen Inc. at no cost, while retaining a nonrefundable upfront license fee including 2.2 million shares of Wugen common stock. The company plans to commercialize these reagents through corporate partners in the CAR-T and NK-cell therapy market, citing recent data suggesting HCW9206 may reduce production costs and improve therapeutic efficacy. However, the company remains a clinical-stage biopharmaceutical with no approved products, and forward-looking statements highlight significant risks and uncertainties regarding clinical translation and commercialization.

  • · HCW9206 is a multi-cytokine fusion protein reagent that generates CAR-T populations enriched for long-lived T-memory stem (Tscm) cells.
  • · Recent third-party clinical trial in blood cancer patients showed Tscm-enriched CAR-T products persist longer and achieve complete remissions at low doses without chemotherapy pre-conditioning.
  • · HCW9206 has demonstrated activity in generating memory-like NK cells for cancer cell therapy at GMP manufacturing scale.
  • · The company is a clinical-stage biopharmaceutical company developing fusion immunotherapeutics for autoimmune diseases, cancer, and senescence-associated dysplasia.
  • · Forward-looking statements caution that preclinical results may not translate to human trials.
BNB PLUS CORP. 8-K mixed materiality 9/10

27-05-2026

BNB Plus Corp. (BNBX) secured initial commitments for $4.1 million of convertible preferred stock financing, with additional commitments expected to bring total proceeds to $5.0 million. The proceeds will bolster the company's digital asset treasury and support a comprehensive strategic review of its digital asset and biotech (LineaRx) businesses. While the company's LineaRx subsidiary recently achieved profitability in Q2 FY2026, the financing comes at a premium (Series B-1 priced at $1.05 per share, a 176% premium over the May 22, 2026 closing price), and the strategic review explicitly includes potential monetization of LineaRx, indicating that the biotech segment's path forward remains uncertain.

  • · Series B-1 Preferred carries an 8.0% annual dividend and 1.5x liquidation preference; Series B-2 carries 6.0% dividend and 1.0x liquidation preference.
  • · For the first two years post-closing, the Company can satisfy dividends by accreting into principal (non-cash), providing near-term financial flexibility.
  • · The strategic review will be led by Richard Shorten, who brings 30+ years of experience in institutional finance, corporate law, and emerging technology.
  • · GlobalStake is a SOC 2 Type II certified Web3 infrastructure company operating bare metal infrastructure in tier 4 and 5 data centers.
  • · The offering is conducted under Section 4(a)(2) of the Securities Act and/or Regulation D (private placement, not registered).
  • · The Series B-1 price of $1.05 represents a 176% premium over the common stock closing price of an unspecified amount on May 22, 2026.
  • · Existing investors may exchange existing common stock or warrants for Series B-2 Preferred at $0.38 per share; certain investors may also receive transferable rights to exchange common stock for Series B-2 on a 1-for-1 basis.
La Rosa Holdings Corp. 8-K neutral materiality 5/10

27-05-2026

La Rosa Holdings Corp. filed an 8-K on May 27, 2026, announcing the creation of 250 shares of Series D Convertible Preferred Stock with a par value of $0.0001 per share, authorized by the Board on May 26, 2026. The shares are convertible into common stock at a conversion price of $1.58 per share, ranking senior to junior stock and on parity with parity stock, with provisions for conversion failures including a 2% daily penalty. No shares have been issued yet, and the filing does not disclose any financial performance metrics.

  • · The Series D Convertible Preferred Stock ranks senior to Junior Stock, on parity with Parity Stock, and junior to Senior Preferred Stock.
  • · Conversion shares are subject to a conversion rate calculated by dividing the Conversion Amount by the Conversion Price of $1.58.
  • · The Company must deliver conversion shares within one trading day after receiving a conversion notice, with a 2% daily penalty for failures.
  • · No shares of Series D Preferred Stock have been issued as of the filing date.
Cheniere Energy, Inc. 8-K mixed materiality 8/10

27-05-2026

Cheniere Energy Partners, a subsidiary of Cheniere Energy, entered into a Purchase Agreement to issue $1 billion of 5.350% Senior Notes due 2036 and $750 million of 6.050% Senior Notes due 2056. The proceeds, along with cash on hand, will be used to redeem $1.5 billion of its outstanding 5.00% Senior Secured Notes due 2027. The new notes carry higher coupon rates than the redeemed notes, reflecting higher long-term borrowing costs.

  • · The 2036 Notes are issued at 99.511% of par and the 2056 Notes at 99.698% of par.
  • · The redemption price for the 2027 SPL Notes is the greater of 100% of principal or the present value of remaining payments discounted at Treasury Rate plus 50 basis points, plus accrued interest.
  • · The Purchase Agreement includes customary representations, warranties, conditions, and indemnification obligations.
  • · Certain initial purchasers and their affiliates have provided and may continue to provide investment and commercial banking services to Cheniere Partners and Cheniere.
DigitalBridge Group, Inc. 8-K positive materiality 9/10

27-05-2026

DigitalBridge Group, Inc. announced a definitive agreement to acquire ArcLight Capital Partners for up to $1.05 billion, comprising a $650 million base purchase price and up to $400 million in contingent consideration. The combination creates a leading alternative asset manager at the convergence of power, AI, and digital infrastructure, with combined assets representing more than $150 billion. The transaction is conditioned upon the completion of SoftBank Group's pending acquisition of DigitalBridge and will not alter the terms of that deal.

  • · ArcLight will continue to operate as a distinct business within DigitalBridge Group following the completion of SoftBank Group's pending acquisition of DigitalBridge.
  • · ArcLight has owned, controlled, or operated over 70 GW of generation assets and 48,000 miles of electric and gas transmission and storage infrastructure since its founding in 2001.
  • · ArcLight's development pipeline exceeds 15 GW, supported by an 85-person power development organization.
  • · The transaction is conditioned upon completion of the SoftBank Acquisition and will not alter the terms of that deal.
  • · Daniel Revers will serve as Vice Chairman of DigitalBridge; Angelo Acconcia will continue as Managing Partner of ArcLight; Jake Erhard will become Senior Partner.
  • · Barclays is acting as financial advisor and sole committed financing provider to DigitalBridge; Morgan Stanley is advising ArcLight.
Nissan Auto Receivables 2026-A Owner Trust 8-K neutral materiality 8/10

27-05-2026

Nissan Auto Receivables 2026-A Owner Trust closed a $1,268,450,000 asset-backed securitization on May 27, 2026, issuing seven classes of notes (Class A-1 through Class C) backed by retail motor-vehicle installment sales contracts. The transaction involved multiple agreements including a Purchase Agreement, Sale and Servicing Agreement, Indenture, and Administration Agreement, with Wells Fargo Securities leading the underwriting syndicate. No period-over-period comparisons are available as this is an initial issuance event.

  • · The Issuing Entity was established by a Trust Agreement dated April 9, 2026, and amended on the Closing Date.
  • · The Notes are registered under the Securities Act of 1933 via Registration Statement on Form SF-3 (File No. 333-279448).
  • · The Underwriting Agreement was dated May 20, 2026, seven days before the Closing Date.
  • · The asset pool consists of retail motor-vehicle installment sales contracts for new, near-new, and used automobiles and light-duty trucks.
  • · Clayton Fixed Income Services LLC serves as the independent asset representations reviewer under the Asset Representations Review Agreement.
New Horizon Aircraft Ltd. 8-K positive materiality 8/10

27-05-2026

New Horizon Aircraft Ltd. announced a $25 million offering of 9,960,160 Class A Ordinary Shares led by its largest existing U.S. institutional shareholders. The net proceeds will fully fund completion of the Cavorite X7 prototype and advance the program toward testing, certification, and commercial production. The offering is expected to close on or about May 27, 2026, subject to customary conditions.

  • · The offering is being made under a shelf registration statement on Form S-3 (File No. 333-285000) filed on February 14, 2025, and declared effective on March 25, 2025.
  • · Titan Partners, a division of American Capital Partners, is acting as the sole placement agent.
  • · The Company intends to use net proceeds to fully fund completion of the Cavorite X7 prototype and advance toward testing, certification, and commercial production.
  • · The offering is expected to close on or about May 27, 2026.
NewHold Investment Corp. III 8-K mixed materiality 9/10

27-05-2026

Newcleo Ltd., a developer of advanced nuclear reactors and MOX fuel, announced a definitive business combination with SPAC NewHold Investment Corp III (Nasdaq: NHIC) to become a publicly traded company on Nasdaq under ticker "NWCL". The transaction values newcleo at a pre-money equity value of approximately $2.4 billion and is expected to provide up to $429 million in gross proceeds from a $220 million PIPE (at $10.00/share) and up to $209 million from NewHold's trust account. While newcleo generated $80 million in revenue in 2024 and has raised $780 million in private funds since 2021, the company is still pre-revenue from its reactor and fuel operations and faces significant regulatory and deployment timelines.

  • · newcleo's reactor design ranked first among fast reactors in Europe and second worldwide in an OECD Nuclear Energy Agency review.
  • · The PIPE is oversubscribed at $10.00 per share, anchored by new strategic/institutional investors and existing shareholders.
  • · newcleo has a target project pipeline of approximately 9.2 GW, including a state-backed project in Slovakia for up to four 200 MWe reactors.
  • · The company has partnerships with Saipem, Fincantieri, Danieli, and Maire for industry-specific applications; some are also shareholders.
  • · Regulatory progress: ASNR issued a favorable expert opinion on the MOX fuel fabrication facility in December 2025; LFR assessment expected by end of 2026.
  • · Pre-application engagement with U.S. NRC began in March 2026 for LFR and MOX fuel technologies.
  • · Oklo was selected by DOE on May 26, 2026 for advanced negotiations under the Surplus Plutonium Utilization Program, with newcleo as partner.
  • · newcleo has invested over $70 million in R&D facilities at ENEA's Brasimone Research Center, including OTHELLO (operational April 2026) and PRECURSOR (expected completion end of 2026).
  • · The company has 31 patent families covering LFR design and MOX fuel processing.
  • · Stefano Buono previously founded and led Advanced Accelerator Applications (Nasdaq: AAAP), sold to Novartis for $3.9 billion in 2018.
SOBR Safe, Inc. 8-K negative materiality 9/10

27-05-2026

SOBR Safe, Inc. received a deficiency letter from Nasdaq on March 19, 2026, due to its common stock closing bid price remaining below $1.00 for 30 consecutive business days. The company also became ineligible for the standard 180-day compliance period because cumulative reverse stock splits (1-for-110 in October 2024 and 1-for-10 in April 2025, totaling 1-for-1100) exceeded the 1-for-250 threshold. After a hearing on April 28, 2026, the Nasdaq Hearings Panel granted continued listing until September 15, 2026, contingent on completing a proposed business combination with Clean World Ventures, Inc. and demonstrating compliance with Nasdaq's Initial Listing Rules.

  • · The company received the initial deficiency letter on March 19, 2026, and filed a hearing request on March 26, 2026.
  • · A stay of delisting was granted on March 30, 2026, pending the hearing.
  • · The delisting hearing was held on April 28, 2026.
  • · The Hearings Panel granted continued listing until September 15, 2026, subject to completing the business combination with Clean World Ventures, Inc. and demonstrating compliance with Nasdaq's Initial Listing Rules.
Barings Private Credit Corp 8-K neutral materiality 7/10

27-05-2026

Barings Private Credit Corp, through its special purpose vehicles Barings Private Credit Corporation CLO 2026-1 and Barings Private Credit CLO 2026-1, LLC, entered into a Note Purchase Agreement on May 22, 2026, to issue and sell $499 million in notes across four tranches (Class A, B, C Secured Notes and Subordinated Notes) to BNP Paribas Securities Corp. The proceeds will be used to invest in a portfolio of U.S. dollar-denominated senior secured loans and other collateral obligations. The transaction is structured as a private placement under Section 4(a)(2) of the Securities Act, with Barings Private Credit Corp acting as Collateral Manager.

  • · The Notes are due in 2034.
  • · The transaction is a private placement exempt under Section 4(a)(2) of the Securities Act of 1933.
  • · The Issuer is a Cayman Islands exempted company; the Co-Issuer is a Delaware LLC.
  • · The Collateral Manager is Barings Private Credit Corporation.
  • · The Trustee is State Street Bank and Trust Company.
  • · The Initial Purchaser is BNP Paribas Securities Corp.
  • · The offering documents include a preliminary confidential offering circular dated April 26, 2026, a second preliminary dated April 30, 2026, and a final offering circular dated May 21, 2026.
  • · The Issuer will pay all costs and expenses related to the transaction, including structuring and placement fees to the Initial Purchaser.
  • · The Notes are secured by a portfolio of U.S. dollar-denominated Senior Secured Loans, First Lien Last Out Loans, Second Lien Loans, Permitted Obligations and Participation Interests.
  • · The Secured Notes are expected to be rated by S&P.
Exeter Select Automobile Receivables Trust 2026-1 8-K neutral materiality 8/10

27-05-2026

Exeter Select Automobile Receivables Trust 2026-1 closed a $384.41 million asset-backed securitization on May 27, 2026, issuing eight classes of notes secured by sub-prime automobile loan contracts. The transaction involves EFCAR as depositor, Exeter Finance as sponsor and servicer, and Citibank as indenture trustee, with the notes ranging from Class A-1 (3.978%) to Class E (7.69%). No prior-period comparisons are available as this is an initial issuance.

  • · The transaction closed on May 27, 2026, with the Purchase Agreement and related documents dated as of May 3, 2026.
  • · The Underwriting Agreement was previously filed on Form 8-K on May 21, 2026.
  • · The notes are secured by sub-prime automobile loan contracts (Receivables) and are issued under an Indenture dated May 3, 2026.
  • · The trust structure involves a two-tier arrangement: the Trust transfers Receivables to Exeter Select Holding Trust 2026-1 in exchange for 100% beneficial ownership, which is then pledged to the Indenture Trustee.
  • · The Asset Representations Reviewer is Clayton Fixed Income Services LLC.
  • · The Backup Servicer is Citibank, N.A.
  • · The Custodian is Exeter Finance LLC.
  • · The Lockbox Bank is Wells Fargo Bank, National Association.
  • · The Intercreditor Agreement and Deposit Account Control Agreement were originally dated December 9, 2022.
CNH Equipment Trust 2026-B 8-K neutral materiality 7/10

27-05-2026

CNH Equipment Trust 2026-B publicly issued $907,680,000 in asset-backed notes across four classes (A-1, A-2a, A-2b, A-3, A-4) on May 27, 2026, under a previously filed registration statement. The issuance is backed by equipment receivables and involves multiple transaction documents with Citibank, N.A. as indenture trustee and Wells Fargo Securities, LLC, Rabo Securities USA, Inc., RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc. as lead managers. No period-over-period comparisons are available as this is a single-event issuance filing.

  • · The registration statement (File No. 333-286570) was amended twice and became effective on August 11, 2025.
  • · The Prospectus was filed under Rule 424(b)(5) on May 19, 2026.
  • · Transaction documents include Indenture, Sale and Servicing Agreement, Purchase Agreement, Administration Agreement, Asset Representations Review Agreement, Memorandum of Understanding, and Letter Agreement, all dated May 1, 2026 or May 27, 2026.
  • · The asset representations reviewer is Clayton Fixed Income Services LLC.
IIOT-OXYS, Inc. 8-K neutral materiality 5/10

27-05-2026

IIOT-OXYS, Inc. entered into Extension No. 7 to a Convertible Promissory Note with GHS Investments LLC, extending the maturity date from April 29, 2026 to October 31, 2026. The original principal amount is $75,000. All prior events of default were waived by GHS as of the effective date of the extension.

  • · The Note was originally issued on July 29, 2020.
  • · The Note had been extended multiple times previously, most recently via Extension No. 6 on October 29, 2025, which set maturity to April 29, 2026.
  • · Extension No. 7 extends maturity to October 31, 2026.
  • · All prior Events of Default were waived by GHS as of the effective date of the Extension.
Invesco Real Estate Income Trust Inc. 8-K neutral materiality 5/10

27-05-2026

Invesco Real Estate Income Trust Inc. entered into Amendment No. 3 to its Subscription Agreement with MassMutual, extending the commencement of automatic repurchase obligations from January 1, 2026 to April 1, 2028, and modifying repurchase calculation formulas. The amendment also extends MassMutual's right to request repurchases to the same date and revises the monthly repurchase limits. No financial figures were disclosed.

  • · The amendment extends the start of automatic repurchases from January 1, 2026 to April 1, 2028.
  • · Automatic repurchase amount is 100% of net proceeds from IGP+ Fund sales plus 50%-100% of other net proceeds, less prior month's repurchase plan payments.
  • · Requested repurchase limit is the lesser of 15% of prior month's net proceeds from non-MassMutual sales (less prior month repurchase plan payments) and 1.5% of aggregate net asset value.
  • · MassMutual had previously elected to forgo automatic repurchases through May 1, 2026 and did not exercise request rights.

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