US Corporate Distress Financial Stress SEC Filings — June 05, 2026

05-06-2026

Blue Owl Technology Finance Corp. entered into a Seventh Supplemental Indenture to issue $500,000,000 aggregate principal amount of 6.500% notes due 2029. The net proceeds will be used to pay down existing debt, including its higher-cost revolving credit facility and its 3.75% notes due June 2026. The new notes carry a 6.500% coupon, representing a significant increase in interest cost compared to the 3.75% notes being refinanced.

• · The notes are direct, general unsecured obligations of the company.
• · The indenture includes a change of control repurchase event provision requiring the company to offer to repurchase notes at 100% of principal plus accrued interest if a change of control and a below-investment-grade rating occur.
• · The underwriting agreement was entered into on June 2, 2026, with Mizuho, J.P. Morgan, MUFG, Truist, and Wells Fargo as representatives of the underwriters.
• · The company expects to use net proceeds to pay down existing indebtedness, specifically the revolving credit facility and/or the 3.75% notes due June 2026.

05-06-2026

Long Table Growth Corp. (LTGR), a blank check company, announced the pricing of its $150 million initial public offering at $10.00 per unit for 15 million units, with an additional 2.25 million unit over-allotment option. The units, consisting of one Class A share and a half-warrant, begin trading on Nasdaq on June 4, 2026. However, the company has yet to identify a target business combination, and there is no assurance the offering will close on terms or at all.

• · Each whole warrant is exercisable at $11.50 per share, subject to adjustments, and only whole warrants are exercisable.
• · Santander is the sole book-running manager for the offering.
• · The underwriters have a 45-day option to purchase up to an additional 2,250,000 units at the IPO price.
• · Target sectors include financial technology, property technology, industrial technology/infrastructure, and energy transition.
• · The registration statement was declared effective by the SEC on June 3, 2026.
• · Forward-looking statements caution that the offering may not be completed on the described terms or at all.

05-06-2026

Odysight.ai Inc. entered into a Sales Agreement with Roth Capital Partners, LLC on June 5, 2026, allowing the company to sell up to $20,000,000 of its common stock in at-the-market offerings. The Agent will receive a commission of up to 3.0% of gross proceeds, and the company will reimburse certain expenses up to $75,000 initially and $7,500 quarterly. The filing does not disclose any prior-period comparisons or financial performance metrics, so no period-over-period analysis is possible.

• · The Sales Agreement was entered into on June 5, 2026.
• · Shares will be issued pursuant to the company's shelf registration statement on Form S-3 (File No. 333-293080), filed on January 30, 2026, and declared effective on February 6, 2026.
• · The company is not obligated to sell, and the Agent is not obligated to sell or offer to sell, any Shares under the Sales Agreement.
• · Sales may be made at prevailing market prices or through privately negotiated transactions.
• · The company agreed to indemnify the Agent against certain liabilities, including under the Securities Act or the Securities Exchange Act of 1934.

05-06-2026

America's Car-Mart disclosed that it received a lender forbearance through June 12, 2026, due to anticipated defaults on financial covenants (minimum liquidity and collateral coverage) and reporting obligations under its Credit Agreement. The company also approved a retention program for senior management, including cash awards totaling approximately $2.594 million and stock option grants, to ensure operational stability while it evaluates strategic alternatives with advisors Houlihan Lokey and FTI Consulting. However, the forbearance does not waive any defaults, and lenders retain full remedies after the standstill period, highlighting ongoing financial distress.

• · The forbearance period was initially set to expire June 8, 2026, but was extended to June 12, 2026.
• · Anticipated defaults include failure to meet minimum liquidity (Section 6.15(a)), minimum Collateral Coverage Ratio (Section 6.15(b)), and reporting covenants (Sections 5.1(k), 5.1(l), and 2.5(e)).
• · The retention program includes both cash-based awards and stock options; options vest in four equal annual installments.
• · Option awards are split into Initial Options (from current Plan shares) and Contingent Options (subject to stockholder approval at the 2026 annual meeting, expected by October 23, 2026).
• · The Special Committee is evaluating strategic alternatives including financing, recapitalization, restructuring, and M&A, but no assurance of a definitive agreement.

05-06-2026

Nomadar Corp. (NOMA) entered into a Remunerated Private Investment Agreement with Make A Mark Events SRL and Make Mark, LLC, providing $1,000,000 for an advertising campaign. The amount is repayable within 30 days, renewable up to one year, earning 2.7% return every 30 days, and is guaranteed by the investor and the media firms. The agreement was ratified by the Board on June 2, 2026.

• · The agreement is dated May 25, 2026, and was ratified by the Board on June 2, 2026.
• · The Media Firm is owned by an investor in Nomadar Corp.
• · The $1,000,000 is repayable within 30 days, renewable for additional 30-day periods up to one year.
• · The agreement is guaranteed by certain contracts with the Media Firm's clients and jointly and severally by the investor, the Media Firm, and the US Media Firm.
• · Certain confidential portions of the exhibit have been redacted per Regulation S-K.

05-06-2026

Brand Engagement Network Inc. (BEN) completed a $1 million strategic investment in HighTide Energy d/b/a Accelevate Solutions, acquiring an approximately 10% ownership stake with a warrant to increase to about 20% over six months. To fund the warrant exercise, BEN secured a $1 million equity capital commitment from its own investors at $17.82 per share (a >20% premium to the May 29, 2026 closing price), to be paid in six monthly installments through November 2026. The partnership aims to combine BEN's conversational AI with Accelevate's fleet intelligence platform for commercial fleet operators across North America, Latin America, and Africa.

• · BEN received a warrant to increase its ownership in Accelevate and intends to exercise it over the next six months.
• · The equity capital commitment will be funded in six monthly installments through November 2026, with BEN exercising a corresponding portion of the Accelevate warrant as each tranche is received.
• · The partnership targets commercial fleet operators across North America, Latin America, and Africa.
• · BEN's AI operates within secure closed-loop environments using approved organizational data and built-in governance and compliance controls.

05-06-2026

Mag Magna Corp. (MGNC) adopted a charter for its Executive Committee, effective February 16, 2026, formalizing the committee's membership and responsibilities. The committee, consisting of Chairman Harpreet Sangha and CEO Jamal Khurshid, is authorized to exercise the full authority of the Board in managing business affairs between board meetings, with specified limitations such as not being authorized to declare dividends or fill board vacancies. No financial figures or period-over-period comparisons are provided in this filing.

• · The Executive Committee is not authorized to declare dividends, propose shareholder actions, fill board vacancies, or adopt/amend/repeal bylaws.
• · A quorum for committee business requires a majority of its members.
• · Meetings can be held via telephone or video conference, and actions may be taken by unanimous written consent.
• · This charter was adopted on February 16, 2026, and filed as an 8-K on June 05, 2026.

05-06-2026

Gossamer Bio announced early tender results for its exchange offer, with $181,052,000 (90.526%) of its 5.00% Convertible Senior Notes due 2027 validly tendered and accepted for exchange into new 7.50% Convertible Senior Secured First Lien Notes due 2030, equity securities, and purchase warrants. The company lowered the minimum tender condition from 98% to 90.5% to proceed with early settlement on June 4, 2026. While the high participation rate reduces near-term refinancing risk, the new notes carry a higher coupon (7.50% vs. 5.00%) and the exchange involves significant equity dilution with up to 254 million new shares and 33 million prefunded warrants expected to be issued.

• · The Exchange Offer expires on June 16, 2026, unless extended or terminated.
• · The withdrawal deadline was June 1, 2026, and tenders can no longer be withdrawn except in limited circumstances.
• · The Proposed Amendments will eliminate substantially all restrictive covenants and certain events of default in the Existing Convertible Notes Indenture.
• · The New Convertible Notes, Purchase Warrants, and Prefunded Warrants are being offered only to qualified institutional buyers under Rule 144A.
• · The company may extend the Expiration Deadline at any time, subject to applicable law and the Transaction Support Agreement.

05-06-2026

IQSTEL Inc. announced a binding MOU to acquire a 51% controlling interest in Ultranet Telecom Group, a Ghana-based telecom and technology company. The acquisition is expected to add approximately $130 million in annual revenue and $4.5 million in net profit, pushing IQSTEL's annualized revenue run rate above $500 million and increasing net income from operations by 4x. However, 60% of the consideration is contingent on Ultranet meeting net income targets over 24 months, and the transaction remains subject to due diligence, definitive agreements, and regulatory approvals.

• · Ultranet operates in Ghana, Nigeria, Mali, Burkina Faso, Senegal, and Ivory Coast, with commercial activities in Europe, Asia, and North America.
• · Ultranet holds six exclusive international SMS gateway agreements with leading African mobile operators.
• · The parties are working toward a Definitive Purchase Agreement within 60 days, with a target close in Q3 2026.
• · Financial terms are not being disclosed at this time.
• · IQSTEL's CEO and CFO will participate in a podcast on June 4, 2026 at 11:00 a.m. to discuss the transaction.

05-06-2026

Northwest Natural Holding Co (NWN) issued $50M of 5.35% Series E Notes due 2031 and agreed to issue $10M of Series F Notes (5.35%, due 2031) and $60M of Series G Notes (5.83%, due 2036) via a private placement on June 4, 2026. Separately, its subsidiary NW Natural Water issued $33M of 5.15% Series A Notes (due 2031) and $42M of 5.58% Series B Notes (due 2036) for general corporate purposes and debt repayment. The combined debt raise totals $195M, with NW Holdings maintaining a 70% or less consolidated indebtedness to total capitalization ratio.

• · NW Holdings' Series E Notes mature June 4, 2031; Series F Notes mature August 5, 2031; Series G Notes mature August 5, 2036.
• · NW Natural Water's Series A Notes mature June 4, 2031; Series B Notes mature June 4, 2036.
• · All Notes are subject to prepayment at 100% principal plus make-whole premium, with certain no-premium windows starting May 4, 2031 (Series E), July 5, 2031 (Series F), May 5, 2036 (Series G), May 4, 2031 (Series A), and March 4, 2036 (Series B).
• · NW Holdings is not a guarantor of NW Natural Water's Notes; NW Natural Water is solely responsible for its obligations.
• · NW Natural Water expects to use proceeds to repay its existing credit agreement with Bank of America due June 10, 2026.

05-06-2026

TIC Solutions, Inc. (Holdings) and its borrowers entered into a Third Amendment to their Credit Agreement on June 2, 2026, to refinance all existing term loans with new Amendment No. 3 Term Loans, increase the Letter of Credit Sublimit to $50,000,000, and amend certain terms. The refinancing involves a combination of cashless rollovers by consenting lenders and new loans from additional lenders to repay non-consenting lenders, with no change in aggregate principal amount. The amendment reaffirms all existing collateral and guarantees, and conditions include no default, solvency, and customary legal documentation.

• · The amendment creates a new class of Amendment No. 3 Term Loans with identical terms and aggregate principal amount as the Existing Term Loans.
• · Existing Term Loans are refinanced via cashless rollover for consenting lenders and new loans from additional lenders to repay non-consenting lenders.
• · The amendment reaffirms all existing collateral, guarantees, and security interests under the Collateral Documents.
• · Conditions to effectiveness include no default, solvency, receipt of fees and expenses, and compliance with know-your-customer requirements.
• · The agreement is governed by New York law and is deemed a Loan Document under the Amended Credit Agreement.

05-06-2026

Seres Therapeutics announced two transactions to strengthen its balance sheet: a $25M buy-out of VOWST milestones from Nestlé Health Science (payable in two installments in July and October 2026) and a lease restructuring that reduces facility costs and extends cash runway into Q1 2027. The company had $29.8M cash as of March 31, 2026, and expects to fund operations into Q1 2027, excluding potential partnerships. Clinical data from an investigator-sponsored SER-155 study is expected later this month.

• · Lease restructured for 101 CambridgePark Drive, Cambridge, MA, with 10-year term at market-adjusted rent, lower operating expenses, and new letter of credit.
• · SER-155 has Breakthrough Therapy and Fast Track designations and is Phase 2-ready pending funding.
• · SER-603 is in development for inflammatory bowel disease.
• · Company expects to fund operations into Q1 2027, excluding potential partnerships.

05-06-2026

PMGC Holdings Inc. (ELAB) announced via an 8-K that its wholly owned subsidiary, NorthStrive Defense Tech LLC, has entered into a binding exclusive worldwide license for U.S. Patent No. 12,291,334 from Florida State University Research Foundation (FSURF) in the aerospace and defense field. Concurrently, NorthStrive agreed to fund $490,657 for associated research at Florida State University’s Center for Intelligent Systems, Control, and Robotics. While the license provides a new growth vector in defense technology, it carries significant upfront costs and risks: the license fee and detailed royalties remain redacted, a $490,657 research payment is due with no guaranteed results, and the license term expires June 30, 2026 if a definitive agreement is not finalized, creating uncertainty. The company's legacy pharmaceutical classification (SIC 2834) and recent name change from Elevai Labs suggest a pivot that may dilute existing shareholder focus.

• · License is exclusive, worldwide, sublicensable, and covers the field of aerospace and defense technologies.
• · Consideration includes a tiered earned royalty on net sales (redacted percentages), an annual minimum royalty (redacted), a sublicensing revenue share (redacted), and an annual license maintenance fee (redacted).
• · Licensee must reimburse FSURF for patent costs: a redacted upfront sum within 30 days of the effective date, plus all ongoing documented costs.
• · Assignment of the license requires FSURF consent, conditioned on the assignee having greater net assets, not being adverse to FSURF, and not being detrimental to FSURF's reputation.
• · The Term Sheet is legally binding and expires on June 30, 2026, unless a definitive License Agreement is approved by the FSU Vice President for Research and executed by both parties.
• · Under the Research Agreement, any Invention made during the Research belongs to FSURF, with NorthStrive having a 45-day option to negotiate a royalty-bearing license.
• · FSURF retained rights to practice the Patent Rights for research, clinical, educational purposes, and for government compliance.
• · All redacted financial terms (license issue fee, annual maintenance fee, royalty percentages, minimum royalty, and sublicensing share) are critical unknowns for valuation.

05-06-2026

Unicycive Therapeutics, Inc. (UNCY) entered into Amendment No. 2 to its Sales Agreement with Guggenheim Securities, LLC on June 5, 2026, increasing the aggregate offering price of shares that may be sold in the at-the-market (ATM) offering from $100,000,000 to $150,000,000. Concurrently, the company filed a Shelf Registration Statement on Form S-3 to sell an additional $50,000,000 of common stock in the ATM offering. This amendment expands the company's potential equity capital raising capacity by $50,000,000, but also increases potential dilution for existing shareholders.

• · 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 common stock is traded on the Nasdaq Capital Market under the symbol UNCY.
• · The original Sales Agreement was dated November 13, 2024, and was first amended on November 14, 2025.

05-06-2026

Phoenix Motor Inc. entered into a $5M term loan, security and guaranty agreement with Concrete Jungle Ltd., receiving $4M in principal proceeds (with a $5M face note) secured by a first-priority lien on all assets and guaranties from its subsidiaries. The agreement also grants the lender a warrant and an irrevocable option to acquire 49.0% of PhoenixEV's equity, and matures on April 1, 2027 with interest at 10% per annum (20% default rate). While the loan provides critical liquidity for working capital and general corporate purposes, the onerous terms—including a 49% equity option, full asset pledge, and high default rate—pose significant dilution and default risk for shareholders.

• · The loan matures on April 1, 2027, with no prepayment penalty mentioned.
• · The lender receives a warrant and an irrevocable option to acquire 49.0% of PhoenixEV's equity.
• · The loan is secured by a first-priority perfected security interest in all assets of the borrower and guarantors, with control agreements over deposit and securities accounts.
• · Excluded accounts are limited to payroll, tax, and benefit accounts with average daily balances under $10,000.
• · Events of default trigger a 20% default rate (Base + 10%) and acceleration of all obligations.
• · The agreement references prior asset purchases from Proterra, Inc. (2023 PTB Asset Purchase) and PhoenixEV (2025 PhoenixEV Asset Purchase).
• · Change of Control provisions include lender's ability to exercise the equity option in PhoenixEV without triggering a default.
• · The loan proceeds are restricted to working capital, general corporate purposes, and transaction fees/expenses.

05-06-2026

Arrive AI Inc. (ARAI) received a Nasdaq deficiency notice on June 2, 2026, for failing to maintain the minimum $1.00 bid price per share for 30 consecutive business days, triggering a 180-day compliance period ending November 30, 2026. The company's listing remains fully effective for now, and management is evaluating options to regain compliance, but there is no assurance of success, and failure could lead to delisting.

• · The company is an emerging growth company as defined under SEC rules.
• · If not compliant by November 30, 2026, the company may qualify for a second 180-day compliance period if it meets all other initial listing standards except the bid price requirement.
• · If delisted, the company would have the right to appeal to a Nasdaq hearings panel.

05-06-2026

3D Systems Corporation entered into an underwriting agreement on June 3, 2026, to sell 16,393,443 shares of common stock at $3.05 per share, generating gross proceeds of approximately $50 million. The offering closed on June 5, 2026, and the underwriters have a 30-day option to purchase up to 2,459,016 additional shares. The company did not report any period-over-period financial comparisons in this filing.

• · The offering price was $3.05 per share.
• · The underwriters' option is exercisable for 30 days following June 3, 2026.
• · The shares are registered under a Form S-3 registration statement (File No. 333-296180).
• · The company filed a preliminary prospectus supplement and a final prospectus supplement, both dated June 3, 2026, along with an accompanying prospectus dated May 27, 2026.

05-06-2026

AEVEX Corp. priced a follow-on public offering of 8,000,000 shares of Class A common stock at $27.00 per share on June 3, 2026, with the company selling 5,726,157 shares and selling stockholders selling 2,273,843 shares. The offering closed on June 5, 2026, and the underwriters have a 30-day option to purchase up to an additional 1,200,000 shares. The underwriting agreement includes customary representations, warranties, and indemnification provisions.

• · The offering was priced at $27.00 per share, which is the public offering price.
• · The underwriting agreement was entered into on June 3, 2026, and the offering closed on June 5, 2026.
• · The underwriters have a 30-day option to purchase up to an additional 858,923 shares from the company and 341,077 shares from the selling stockholders.
• · The offering was made pursuant to a registration statement on Form S-1 (File No. 333-296396).
• · The company and selling stockholders agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

05-06-2026

Northern Minerals & Exploration Ltd. (NMEX) entered into a Memorandum of Understanding on June 2, 2026, to acquire a 5.4165 net mineral acre leasehold interest in Garvin County, Oklahoma, associated with the proposed Bosworth 0203 1H-27X well. Total consideration is $21,666, comprising $10,833 in cash (payable by July 31, 2026) and $10,833 payable in 216,660 shares of NMEX common stock. The interest is expected to deliver a 77% net revenue interest, and the company must participate in an Oklahoma Corporation Commission force pooling order, covering its proportionate share of estimated drilling and completion costs.

• · The agreement with R.A. Miller Energy, Inc. is dated May 20, 2026, and was executed on June 2, 2026.
• · The leasehold is located in Sections 27 and 34, Township 2 North, Range 3 West, and Section 3, Township 1 North, Range 3 West, Garvin County, Oklahoma.
• · The 216,660 shares will be issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act.
• · The company is required to participate in the Oklahoma Corporation Commission force pooling order and pay its proportionate share of estimated drilling and completion costs within applicable deadlines.

05-06-2026

Driven Brands Holdings Inc. received a Nasdaq notice on June 1, 2026, for non-compliance with Listing Rule 5250(c)(1) due to delayed filing of its Q1 2026 10-Q. The company has 60 days to submit a compliance plan and up to 180 days to regain compliance. This follows a prior non-compliance notice for the 2025 10-K, which was resolved on May 19, 2026. The notice has no immediate effect on listing or trading.

• · The company previously received a non-compliance notice on April 15, 2026, for delayed 2025 10-K, which was filed on May 19, 2026, and compliance was restored on May 29, 2026.
• · The Q1 2026 10-Q delay is due to the restatement of previously issued financial statements.

05-06-2026

Bitmine Immersion Technologies (BMNR) has priced an upsized offering of 3,500,000 shares of 9.50% Series A Perpetual Preferred Stock at $80.00 per share, raising estimated net proceeds of approximately $273.8 million. The offering was upsized from 3,000,000 shares, and net proceeds will be used for general corporate purposes including potential ETH and other digital asset acquisitions, expansion of staking and validator infrastructure, working capital, strategic investments, and share repurchases. The Series A Preferred Stock carries a 9.50% annual cumulative dividend with potential escalation to a maximum of 15% per annum if payments are missed, and the Company has applied to list the shares on the NYSE under the symbol 'BMNP'.

• · The Series A Preferred Stock will accumulate cumulative dividends at 9.50% per annum on the $100 stated amount, payable weekly in arrears when declared by the board, solely in cash.
• · If a regular dividend is missed, compounded dividends accumulate at an increasing rate starting at 9.50% + 5 bps per week, up to a maximum of 15% per annum.
• · The Company may redeem shares at 110% of stated amount within 18 months, 105% from 18 months to 3 years, and 100% after 3 years, plus accrued dividends.
• · Holders have a fundamental change put right requiring repurchase at the stated amount ($100) plus accrued dividends.
• · The liquidation preference adjusts daily based on trading prices but cannot fall below $100 per share.
• · The offering is being made under an effective shelf registration statement (Form S-3, File No. 333-288579) filed on July 9, 2025.
• · The Company expects trading of the Series A Preferred Stock on the NYSE to commence within 30 days of issuance if listing is approved.
• · Use of proceeds includes potential ETH and digital asset acquisitions, expansion of staking/validator infrastructure through MAVAN, working capital, strategic investments, and share repurchases.
• · The Company described itself as a Bitcoin miner with operations in the US, deploying excess capital to become a leading Ethereum Treasury company.

05-06-2026

Agassi Sports Entertainment Corp. (AASP) raised $1,175,000 through the sale of 235,000 restricted shares at $5.00 each to accredited investors on May 22, June 1, 2, and 4, 2026. The company also granted warrants to purchase 100,000 shares at $5.00 per share to outside legal counsel for services rendered, and entered into a Registration Rights Agreement requiring the filing of a registration statement by July 6, 2026, with penalties for failure to file or maintain effectiveness.

• · The private placement occurred across four dates: May 22, June 1, June 2, and June 4, 2026.
• · The warrants granted to legal counsel have a five-year term, an exercise price of $5.00 per share, cashless exercise rights, and vested immediately.
• · The Registration Rights Agreement requires the registration statement to be filed by the first business day following 45 days after the first sale (May 22, 2026), which would be July 6, 2026.
• · The company must use commercially reasonable efforts to get the registration statement declared effective as soon as possible, and maintain effectiveness for up to three years or until shares are sold or become freely tradable under Rule 144.
• · If registration efforts fail, the penalty is limited to a maximum of 15% of shares originally subject to failure per investor, issued in 5% increments per 30-day period.
• · Securities were issued under exemptions from registration (Section 4(a)(2) and/or Rule 506 of Regulation D), and no commissions were paid.

05-06-2026

Plus Therapeutics, Inc. entered into an Equity Distribution Agreement with Canaccord Genuity LLC on June 1, 2026, allowing the company to issue and sell up to $17,350,000 of its common stock through an at-the-market offering. The company will pay a 3.0% commission on gross proceeds and reimburse the agent $75,000 in expenses. Proceeds will be used for general corporate purposes and working capital.

• · The Distribution Agreement is filed as Exhibit 1.1 to the 8-K and incorporated by reference.
• · The offering is made under the company's existing Registration Statement on Form S-3 (File No. 333-296411) filed June 2, 2026.
• · Sales may be made directly on or through the Nasdaq Capital Market as an 'at the market offering'.
• · The company has no obligation to sell any shares and may suspend sales at any time.
• · The agreement can be terminated by either party at any time without liability.

05-06-2026

Karbon-X Corp. (KARX) entered into a Consulting Agreement with Chad Clovis, effective May 18, 2026, which was approved by the Board on May 29, 2025. The agreement formalizes Clovis's compensation structure going forward. No financial terms or performance metrics were disclosed in the filing.

• · The Consulting Agreement was approved by the Board of Directors on May 29, 2025, but the effective date of the agreement is May 18, 2026.
• · The filing does not disclose any compensation amounts, term length, or specific duties under the Consulting Agreement.
• · Chad Clovis is both the consultant under the agreement and the signatory as CEO of the registrant.

05-06-2026

Lifeway Foods, Inc. announced on June 5, 2026, that its Board of Directors authorized the redemption of all outstanding preferred share purchase rights under its Shareholder Rights Agreement (dated November 4, 2024, as amended). The rights will be redeemed at $0.001 per Right, terminating the Rights Agreement effective immediately. This action modifies the rights of security holders by eliminating the poison pill provision.

• · The Shareholder Rights Agreement was originally dated November 4, 2024, and amended on October 29, 2025.
• · The redemption and termination are effective as of June 5, 2026.
• · After redemption, holders of Rights will only be entitled to receive the redemption price of $0.001 per Right.

05-06-2026

BlackRock Monticello Debt Real Estate Investment Trust, as guarantor, entered into a Credit and Security Agreement dated June 1, 2026, with BLKM VI, LLC as borrower, ConnectOne Bank as administrative agent and account bank, and MonticelloAM Servicing, LLC as servicer. The agreement establishes a secured credit facility with an advance rate of 85% on eligible loans, secured by collateral including loan receivables. No specific dollar amounts for the facility or financial performance metrics are disclosed in this filing.

• · The agreement includes a guaranty from BlackRock Monticello Debt Real Estate Investment Trust for all obligations of the borrower.
• · The facility is secured by a first-priority security interest in all collateral, including eligible loans and related assets.
• · The agreement contains standard representations, warranties, covenants, and events of default typical for a secured credit facility.
• · The filing redacts certain confidential information under Regulation S-K Item 601(b)(10) and personally identifiable information under Item 601(a)(6).

05-06-2026

Synchrony Financial issued and sold 500,000 depositary shares, each representing a 1/100th interest in a share of newly created 7.250% Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, raising capital through a public offering. The offering was underwritten by BofA Securities, Barclays Capital, and Morgan Stanley, and the Series C terms impose restrictions on dividends and share repurchases if preferred dividends are not paid. No prior-period financial data is provided in this filing, so no period-over-period comparisons are available.

• · The Certificate of Designations for Series C Preferred Stock was filed with the Delaware Secretary of State on June 4, 2026.
• · The underwriting agreement was entered into on June 2, 2026, with BofA Securities, Barclays Capital, and Morgan Stanley as representatives.
• · The offering was made under the Company's existing shelf registration statement on Form S-3 (File No. 333-288729).
• · The Series C Preferred Stock carries a 7.250% fixed rate reset, is non-cumulative, and perpetual.
• · Dividend and share repurchase restrictions apply if Series C dividends are not declared and paid for the immediately preceding dividend period.

05-06-2026

Volato Group, Inc. terminated its merger agreement with M2i Global, Inc. on June 4, 2026, after the merger was not consummated by the extended outside date of March 31, 2026. The company incurred no termination fee or penalty and is evaluating unsolicited letters of intent that it believes may provide greater value to shareholders. However, there is no assurance that any alternative strategic transaction will be completed.

• · The Merger Agreement was originally entered into on July 28, 2025.
• · The outside date for consummation was March 31, 2026, as extended by Amendment No. 1 dated January 19, 2026.
• · The company has received unsolicited letters of interest that it believes may provide greater value than the M2i Global merger.
• · The company's Class A Common Stock trades on NYSE American under the symbol SOAR, and its warrants trade on OTC Markets under SOARW.
• · The company is an emerging growth company as defined under SEC rules.

05-06-2026

Research Frontiers Inc. received two Nasdaq deficiency notices on June 2, 2026, for failing to meet the $1.00 minimum bid price and the $35 million minimum Market Value of Listed Securities (MVLS) requirements over 30 consecutive trading days. The company has 180 days, until November 30, 2026, to regain compliance on both fronts, and it does not currently intend to pursue a reverse stock split. However, there is no assurance that compliance will be achieved, and the stock continues to trade under the symbol "REFR" for now.

• · The company does not currently meet alternative continued listing standards under Nasdaq Listing Rules 5550(b)(1) (minimum stockholders’ equity) and 5550(b)(3) (net income from continuing operations).
• · The company does not currently intend to effect a reverse stock split to regain compliance.
• · The deficiency letters were received on June 2, 2026, and the report was filed on June 5, 2026.

05-06-2026

Brown & Brown, Inc. amended and restated its credit agreement on June 5, 2026, increasing its revolving credit facility from $800M to $1,250M and extending the maturity date to June 5, 2031. The company also established two new term loan facilities of $250M each, maturing in 2029 and 2031 respectively. As of the filing date, $825M was outstanding under the facilities.

05-06-2026

Xos, Inc. reported financial results for the quarter ended March 31, 2025, with total operating expenses decreasing to $15.1 million from $21.8 million in Q1 2024, primarily driven by lower R&D and SG&A expenses. However, the company recorded $0 revenue for the quarter, compared to $1.2 million in the prior-year period, reflecting a continued lack of sales as it transitions to a new business model. Net loss narrowed to $10.6 million from $32.7 million, but the company ended the quarter with only $13.3 million in cash, raising going concern risks.

• · No revenue recorded in Q1 2025 as the company transitions away from vehicle sales.
• · Cash burn of $37.4M in three months, leaving only $13.3M at quarter end.
• · Accumulated deficit increased to $40.7M.
• · Company stated it may need additional funding within the next 12 months, raising substantial doubt about its ability to continue as a going concern.

05-06-2026

CompoSecure, Inc. (CMPOW) filed an 8-K on June 5, 2026, disclosing the conversion of its corporate entity from a Delaware corporation to a Nevada corporation under the new name GPGI, Inc. The filing includes the adoption of new Articles of Incorporation with a classified board structure (three classes with staggered three-year terms), director removal only for cause, elimination of stockholder ability to call special meetings or act by written consent, and a waiver of jury trial for internal actions. No financial figures or period-over-period comparisons were provided in this filing.

• · The corporation is authorized to issue 1,010,000,000 shares total: 1,000,000,000 shares of Class A Common Stock and 10,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share.
• · The Board is divided into three classes (Class I, II, III) with staggered three-year terms; directors can only be removed for cause by a simple majority vote.
• · Stockholders are denied the ability to call special meetings or act by written consent; only the Chair of the Board, President, or a majority of the Board may call special meetings.
• · The Articles include a waiver of jury trial for internal actions and a provision limiting the application of the corporate opportunity doctrine.

05-06-2026

Zoomcar Holdings, Inc. filed an Amended and Restated Certificate of Designation for its Series A Convertible Preferred Stock on June 2, 2026, superseding the original filed on May 27, 2026. The new designation authorizes 10,000,000 shares of Series A Preferred Stock with a par value of $0.0001 per share and a Stated Value of $1,000 per share, and introduces an Alternate Conversion Right effective September 30, 2026, allowing holders to convert at a price equal to the lowest conversion price of any outstanding Variable Conversion Price Instrument, with no floor. The Alternate Conversion Right terminates upon no Variable Conversion Price Instruments remaining outstanding or upon an Approved Uplisting (e.g., listing on NYSE American or Nasdaq). No shares of Series A Preferred Stock have been issued as of the filing date.

• · The Alternate Conversion Right becomes effective on September 30, 2026, unless adjusted based on amendments to Existing Convertible Notes or Variable Conversion Price Instruments.
• · The Alternate Conversion Price has no floor price, meaning it could be zero or near-zero if the lowest conversion price of any Variable Conversion Price Instrument is zero.
• · The Series A Preferred Stock ranks senior to Common Stock and all other equity classes with respect to dividends, liquidation, and asset distribution.
• · Holders of Series A Preferred Stock have as-converted voting rights and class vote protective provisions requiring majority approval for adverse amendments, creation of senior or pari passu stock, or changes to authorized shares.
• · No shares of Series A Preferred Stock have been issued as of the filing date (May 27, 2026 original, restated June 2, 2026).
• · The Alternate Conversion Right terminates automatically upon the earliest of: (A) no Variable Conversion Price Instruments remaining outstanding, or (B) consummation of an Approved Uplisting (underwritten public offering on NYSE American or Nasdaq).

05-06-2026

Barings Private Credit Corp entered into a $500,000,000 Loan and Security Agreement dated June 3, 2026, with BPC Funding 2 LLC as borrower, Wells Fargo as administrative agent and swingline lender, MUFG Bank as co-lead manager, and U.S. Bank entities as collateral agent and custodian. The facility provides revolving credit for general business purposes, secured by eligible loans and other collateral, with borrowing base mechanics and priority of payments. The filing does not disclose any negative or flat performance metrics, as it is a new agreement rather than a periodic financial report.

• · The agreement includes a swingline lender (Wells Fargo) and co-lead managers (Wells Fargo and MUFG Bank).
• · The collateral agent is U.S. Bank Trust Company, National Association, and the collateral custodian is U.S. Bank National Association.
• · The borrower is BPC Funding 2 LLC, a Delaware limited liability company.
• · The agreement defines borrowing base calculations using Adjusted Borrowing Value, Applicable Percentage, and Minimum Equity Amount.
• · The facility supports advances in multiple currencies including Australian Dollar, Canadian Dollar, Euro, and GBP.
• · The agreement includes provisions for benchmark transition events and defaulting lenders.

05-06-2026

North Haven Net REIT filed an 8-K on June 5, 2026, with a Fourth Amended and Restated Declaration of Trust effective June 4, 2026. The document restates the trust's governing structure, including purposes, powers, definitions, share classes, ownership limits, and governance provisions, all focused on REIT compliance and operational framework. No financial results or period-over-period comparisons are included in this filing.

• · The Declaration of Trust defines multiple share classes: Class D, Class E, Class F-D, Class F-I, Class F-S, Class F-T, Class I, Class L-I, Class L-S, Class S, and Class T Common Shares.
• · The Excepted Holder Limit for Morgan Stanley Investor is set at 100% of outstanding Common Shares and 100% of all Shares.
• · The Trust intends to elect REIT status for U.S. federal and applicable state and local income tax purposes from its first taxable year, with the right to change the election.
• · The Trust is a Maryland statutory trust and will not be treated as a general partnership, limited partnership, joint venture, joint stock company, or corporation (but may be treated as a partnership, association, corporation, or REIT for tax purposes).
• · The board of trustees is authorized to determine net asset value (NAV) in accordance with approved valuation guidelines.

05-06-2026

Hawkeye Systems (HWKE) announced a $5 million equity addition to its balance sheet, including $2.3 million in cash and $2.7 million in debt-to-equity conversion, led by majority stakeholder Hawkeye Holdco, LLC which now owns ~90% of the company. The company plans to expand into digital asset private equity and merchant banking, with a focus on custody, tokenization, stablecoins, and infrastructure. Attracting top talent and retaining service providers such as Wachsman LLC and ThinkEquity LLC are part of the strategy. However, the company still lacks operating history in crypto and digital assets and has no guarantee of successful execution, as noted in forward-looking risk factors.

• · Hawkeye Holdco, LLC now owns ~90% of HWKE on a fully diluted basis.
• · The company has retained service providers: Wachsman LLC, American Capital Partners, ThinkEquity LLC, Blank Rome LLP, and Morrison Cohen LLP.
• · Private equity focus includes acquisition targets in custody/tokenization, stablecoins/payments, and digital asset infrastructure.
• · Merchant banking plans include 24-hour media coverage and proprietary AI-enabled public/IR services.
• · The press release contains explicit forward-looking risk language regarding no relevant operating history in crypto/digital assets or corporate advisory.
• · Current business lines including cybersecurity holdings continue to be evaluated (no commitment to maintain them).

05-06-2026

Planet Labs PBC entered into an Equity Distribution Agreement on June 5, 2026, to sell up to $1,500,000,000 of Class A common stock through an at-the-market offering program, with multiple sales agents and forward purchasers. The agreement includes provisions for forward sale agreements and range forward transactions, with commissions up to 2% of sales price. No prior period comparisons are available as this is a new agreement, and no negative or flat metrics are present in the filing.

• · The Equity Distribution Agreement was filed with the SEC on June 5, 2026, and automatically became effective upon filing.
• · The agreement allows for forward sale agreements with forward purchasers, where the company may receive prepayments based on the present value of floor prices minus commissions.
• · Sales agents and forward sellers may receive commissions up to 2% of the sales price per share or the volume-weighted average price of borrowed shares.
• · The company is not obligated to sell any shares and the agreement can be terminated at any time by either party.
• · Only one sales agent or forward seller may conduct sales at any given time, and no simultaneous sales by agents and forward sellers are permitted.

05-06-2026

Beasley Broadcast Group Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, effective June 4, 2026, adding new sections that restrict the company from initiating insolvency proceedings without unanimous board approval (including a director designated by a supporting holder) and mandate an equity conversion upon certain conditions, including a deadline of December 31, 2027 or upon an event of default, subject to FCC and other regulatory approvals. The amendment was adopted by stockholder consent and is tied to a Transaction Support Agreement dated April 27, 2026.

• · The amendment adds Sections 6.3, 6.4, and 6.5 to Article VI of the certificate.
• · Section 6.3 prohibits the company and its affiliates from initiating insolvency or bankruptcy proceedings without unanimous board approval, which must include the Initial 2L Supporting Holder Director.
• · Section 6.4 requires the company to effect an Equity Conversion by issuing Class A and Class B common stock upon receipt of a Notice of Conversion, effective no later than December 31, 2027 (or the Springing Maturity Date) or upon an event of default, whichever is earlier, but only after all required FCC and governmental approvals are obtained.
• · The Transaction Support Agreement is dated April 27, 2026.
• · The amendment was adopted by stockholder written consent in lieu of a meeting.
• · The amendment became effective at 11:59 p.m. Eastern Time on June 4, 2026.

05-06-2026

Transportation & Logistics Systems, Inc. (TLSS) entered into a First Amendment to its Member Interest and Asset Exchange Agreement for the acquisition of Patriot Glass Solutions, LLC (PGS), extending key deadlines to June 15 and July 1, 2026. The $4.75 million consideration is payable in 47,500 shares of Series J Senior Convertible Preferred Stock. The acquisition is expected to close by July 1, 2026, subject to conditions including delivery of audited financials and satisfactory due diligence.

• · The First Amendment extends the Effective Time from May 21, 2026 to June 15, 2026, and the closing date from June 1, 2026 to July 1, 2026.
• · PGS must deliver audited financials for year-end 2024 and 2025, and unaudited financials for Q1 2026, by June 15, 2026.
• · Closing conditions include satisfactory due diligence, accuracy of representations and warranties, landlord consent for PGS's lease assignment, and an employment agreement with Michael Wanke.
• · Mercer Street Global Opportunity Fund, LLC is an existing preferred stockholder of TLSS and a shareholder of the Seller.
• · TLSS's go-forward strategy is to become a leader in the safety and security technology industry through strategic acquisitions.
• · PGS uses C-Bond's proprietary glass strengthening technology to protect property from looting, rioting, break-ins, and gunfire.

05-06-2026

Goldman Sachs Real Estate Finance Trust Inc renewed its advisory agreement with Goldman Sachs Asset Management, L.P. for an additional one-year period effective June 10, 2026. The company also sold unregistered shares of common stock in its private offering, raising approximately $10.8 million in aggregate consideration, and announced monthly distributions for May 2026 ranging from $0.1480 to $0.2090 per share. Additionally, the company originated two floating-rate multifamily mortgage loans totaling $186.0 million, with interest rates of SOFR plus 2.55% and 2.45% respectively.

• · The advisory agreement renewal is for a one-year period effective June 10, 2026, with terms consistent with the prior agreement except for the extension and time-related updates.
• · The sale of unregistered shares was exempt under Section 4(a)(2) of the Securities Act and Regulation D, relying on accredited investor representations.
• · Monthly net distributions for May 2026: Class S $0.1480, Class I $0.1660, Class NV-1 $0.1660, Class NV-2 $0.1660, Class F-I $0.2090, Class F-II $0.1823.
• · As of the record date (May 31, 2026), no shares of Class T or Class D Common Stock were outstanding.
• · The Durham Multifamily loan has a two-year initial term with three one-year extension options, interest-only payments at SOFR + 2.55%.
• · The Chicago Multifamily loan has a two-year initial term with three one-year extension options, interest-only payments at SOFR + 2.45%.
• · Both loans are intended to refinance existing debt on the respective properties.

05-06-2026

Madison Air Solutions Corp (MAIR) entered into a Seventh Amendment to its Credit and Guaranty Agreement on June 4, 2026, refinancing $1.345625 billion of 2025 Repriced Incremental Term Loans with new 2026 Repriced Incremental Term Loans. The amendment, led by Wells Fargo as Administrative Agent and New Incremental Term Lender, includes a cashless roll for consenting lenders and a par purchase of loans from those electing post-close settlement. The refinancing utilizes balance sheet cash and new term loan commitments, with all conditions for effectiveness satisfied as of the Seventh Amendment Effective Date.

• · The amendment refinances 2025 Repriced Incremental Term Loans in full using cash on the balance sheet and new 2026 Repriced Incremental Term Loans.
• · Consenting lenders could elect a cashless roll of 100% of their 2025 loans into 2026 loans in the same principal amount.
• · Wells Fargo agreed to purchase at par all 2025 loans from lenders electing 'Consent and Post-Close Settle'.
• · The amendment waives any indemnity claims for breakage costs under Section 2.18(c) of the Credit Agreement.
• · Conditions for effectiveness included delivery of a solvency certificate, legal opinion from Kirkland & Ellis, and compliance with know-your-customer requirements.
• · The Seventh Amendment Effective Date is June 4, 2026.

05-06-2026

Sensus Healthcare entered into a $15M revolving credit facility with City National Bank of Florida, secured by $2.23M in cash collateral and a blanket lien on all company assets. The loan bears interest at SOFR plus 3% and matures June 5, 2027, with a financial covenant requiring a minimum debt service coverage ratio of 1.50. The company's prior credit facility with Fifth Third Bank has been terminated.

• · The loan is secured by $2.23M in cash collateral and a security interest in all of the Company’s assets.
• · The Company must obtain CNB’s prior written consent to sell assets outside ordinary course, incur additional indebtedness (with exceptions), encumber assets with liens other than those in favor of CNB, or remove the current CEO, President, or CFO.
• · The financial covenant requires a minimum debt service coverage ratio of 1.50.
• · The previous revolving credit facility with Fifth Third Bank (successor to Comerica Bank) has been terminated.

05-06-2026

Femasys Inc. filed a Certificate of Amendment to effect a 1-for-20 reverse stock split of its common stock, effective June 5, 2026. The reverse split was approved by stockholders at a special meeting on April 29, 2026, and no fractional shares will be issued; instead, shares will be rounded up to the nearest whole number. This corporate action typically aims to increase the per-share trading price to meet exchange listing requirements or attract institutional investors.

• · The reverse stock split was approved at a special meeting of stockholders held on April 29, 2026.
• · Fractional shares will not be issued; instead, the company will round up to the nearest whole share.
• · The amendment was adopted under Section 242 of the Delaware General Corporation Law.

05-06-2026

FMC Corporation completed a private offering of $1.2 billion aggregate principal amount of 8.000% Senior Secured Notes due 2031, issued at par (100%) on June 5, 2026. Net proceeds of approximately $1.185 billion will be used to redeem or repurchase its outstanding 3.200% Senior Notes due October 2026, repay borrowings under its credit agreement, and for general corporate purposes. The notes are secured by first-priority liens on substantially all assets of the company and certain guarantors, and the indenture includes restrictive covenants and customary events of default.

• · The notes were sold under a purchase agreement dated May 21, 2026, with Citigroup Global Markets Inc. as representative of the initial purchasers.
• · Notes will mature on June 1, 2031, with interest payable semi-annually on June 1 and December 1, beginning December 1, 2026.
• · Guarantees are provided by subsidiaries organized under U.S., Swiss, Dutch, Canadian, and Singapore law, on a joint and several basis.
• · Collateral includes first-priority liens on substantially all assets of the Company and guarantors in the U.S., Canada, and Switzerland, plus equity interests of Singapore and Netherlands guarantors in their subsidiaries.
• · Make-whole redemption is permitted at any time before June 1, 2028; after that date, redemption is at specified prices set in the indenture.
• · Change of control triggers a mandatory repurchase offer at 101% of principal plus accrued interest.
• · Asset sale or casualty event proceeds must be used to repurchase notes on a pro rata basis at 100% of principal plus accrued interest, subject to exceptions.
• · The indenture limits incurrence of additional debt, dividends, asset sales, liens, and mergers, with standard exceptions and cure periods.
• · No financial statements or pro forma financials were filed with this Form 8-K (Item 9.01 exhibits are limited to the indenture and note form).

05-06-2026

Quantum Cyber N.V. (formerly Mainz Biomed N.V.) terminated its at-the-market issuance sales agreement with Maxim Group LLC, effective June 7, 2026. Prior to termination, the company had sold 3,280,927 ordinary shares under the agreement for net cash proceeds of approximately $4,388,515. The company is not subject to any termination penalties.

• · The Sales Agreement was originally dated October 1, 2025, and amended on May 4, 2026.
• · Termination notice was delivered on June 2, 2026, effective June 7, 2026.
• · No termination penalties are payable by the company.

05-06-2026

Gladstone Capital Corporation reported net investment income of $0.30 per share for the fiscal year ended September 30, 2025, compared to $0.31 per share in the prior year. The company's net asset value per share decreased to $12.31 from $12.56 a year earlier, while total investment income rose to $90.1 million from $86.2 million.

• · Net investment income for fiscal year 2025 was $0.30 per share, down from $0.31 per share in fiscal year 2024.
• · Net asset value per share declined to $12.31 as of September 30, 2025, from $12.56 a year earlier.
• · Total investment income increased to $90.1 million in fiscal year 2025 from $86.2 million in fiscal year 2024.

05-06-2026

BrightSpring Health Services, Inc. entered into an underwriting agreement on June 3, 2026, for an underwritten offering of 14,999,771 shares of common stock at $58.75 per share, with all shares sold by selling stockholders including KKR Phoenix Aggregator L.P. and management selling stockholders. The company did not receive any proceeds from the offering except from cash exercises of stock options by management, but it repurchased 1,026,465 shares from the underwriter without paying underwriting fees on those shares.

• · The offering was made under an automatic shelf registration statement on Form S-3ASR (File No. 333-287916) filed on June 10, 2025.
• · The underwriting agreement contains customary representations, warranties, covenants, and indemnification obligations.
• · The closing of the offering and share repurchase occurred on June 5, 2026.
• · The company did not receive any proceeds from the offering except from cash exercises of stock options by management selling stockholders.

05-06-2026

Quantum Corporation terminated its Term Loan Credit Agreement on June 4, 2026, paying $57.8 million in full, including $56.0 million principal, $1.5 million accrued interest, and $0.3 million in fees. The company also terminated its Standby Equity Purchase Agreement with Yorkville effective June 11, 2026, with no amounts owed, and canceled all outstanding 10.00% PIK Senior Secured Convertible Notes due 2028, satisfying the related Indenture in full. Additionally, the company set September 15, 2026 as the date for its 2026 annual meeting, with a stockholder proposal deadline of June 17, 2026.

• · The Credit Agreement termination payment of $57.8 million included $56.0 million principal, $1.5 million accrued interest, and $0.3 million fees.
• · The Standby Equity Purchase Agreement with Yorkville was terminated effective June 11, 2026, with no amounts owed.
• · All outstanding 10.00% PIK Senior Secured Convertible Notes due 2028 were canceled and the Indenture satisfied in full.
• · John Fichthorn, a board member, is Managing Partner of Dialectic Capital Management, investment advisor to Dialectic.
• · The 2026 annual meeting is set for September 15, 2026; stockholder proposals must be submitted by June 17, 2026.