US Corporate Distress Financial Stress SEC Filings — June 26, 2026

USA Corporate Distress & Bankruptcy

By Gunpowder Editorial ·

42 high priority 42 total filings analysed

Executive Summary

The 42 filings from June 26, 2026, paint a stark picture of corporate distress across the US public markets, with a heavy concentration of liquidity crises, covenant breaches, dilutive financing, and active bankruptcy proceedings.

A dominant theme is the aggressive use of high-cost, convertible debt and preferred stock to stave off collapse, as seen at VEEA, Mobix Labs, and CERO Therapeutics, which are trading near-term liquidity for massive future dilution. Multiple companies, including Hallador Energy and RMX Industries, have secured covenant relief or maturity extensions from lenders, signaling acute financial pressure. The distress is sector-agnostic, hitting biotech (Matinas BioPharma, HCW Biologics), energy (Hallador), and technology (Upexi, SmartKem) alike. However, a notable counter-trend exists where fundamentally sound companies are executing strategic refinancings (Oceaneering, California Resources) or transformative M&A (H.B. Fuller, Bristow Group), indicating a bifurcated market where capital is available for strong credits but prohibitively expensive for the weak. The period-over-period data reveals a clear pattern of deteriorating equity bases, repeated covenant violations, and a reliance on insider-related financing as a last resort.

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 June 18, 2026.

Investment Signals (10)

  • All-cash acquisition at $73.00/share by Merck KGaA provides a 100% certain exit for shareholders, with the deal structured under Minnesota law and expected to close after regulatory approvals

  • Regained Nasdaq compliance on minimum bid price after facing delisting in Feb 2026, with 10 consecutive days above $1.00 ending June 25, 2026, removing a major overhang

  • Refinanced $550M of 8.250% notes due 2029 with new 7.250% notes due 2035, saving 100 bps in annual interest and extending maturity profile by 6 years, a clear deleveraging signal

  • VEEA Inc. (BEARISH)

    CEO-affiliated debt conversion of $4.13M into preferred stock and warrants at $0.31/share eliminates balance sheet liability but will dilute common shareholders by up to 13.3M shares, a deeply dilutive insider bailout

  • New convertible note carries a 25% OID and a conversion price floor of $0.05, signaling extreme financial distress and imminent massive dilution for existing shareholders

  • Issued additional $2.8M senior secured convertible note with onerous registration rights, including $100,000 penalties for filing failures plus 2% per 30-day period, indicating desperate cash needs

  • Obtained covenant relief from Texas Capital Bank, with total leverage ratio loosened from 2.50x to 4.25x, a clear admission of financial strain and potential default avoidance

  • H.B. Fuller (BULLISH)

    Announced a £715M acquisition of Advanced Medical Solutions at 12.9x pre-synergy EBITDA, with expected $55M in run-rate synergies by 2031, a strategically sound bolt-on that expands TAM by $15B

  • Acquiring Berry Aviation for $105M cash to shift revenue mix toward durable government contracts, while simultaneously exiting Norway Offshore, a balanced but mixed strategic pivot [NEUTRAL/BULLISH]

  • BARDA contract modification released $29M for Phase 2b trial data, but total available funding dropped ~$116M due to a 50% participant reduction, creating a binary catalyst event with reduced financial runway [NEUTRAL/BEARISH]

Risk Flags (8)

  • Received Nasdaq delisting notice for failing to obtain shareholder approval on $187M in convertible notes, with only until Aug 10, 2026 to submit a compliance plan; failure would trigger a catastrophic delisting

  • Received a second NYSE American non-compliance notice for stockholders' equity < $4.0M ($3.022M actual), adding to a prior Section 1003(a)(iii) violation, though a compliance plan was accepted through Oct 2027

  • Entered an Overbid Purchase Agreement during Chapter 11 proceedings, with extensive risk factors including liquidity constraints, employee attrition, and court approval uncertainties

  • Extended its senior secured convertible note maturity for the second time (now to Aug 31, 2026) via informal email agreement, indicating persistent cash flow challenges and potential default

  • The 25% OID and floor-price conversion mechanism ($0.05) on the new $1.41M note is a hallmark of distressed financing, guaranteeing massive dilution and potential equity wipeout

  • Created 23,000 shares of Series C Preferred Stock convertible into 430.2 common shares each at the company's option, representing potential dilution of ~9.9M shares, with no mandatory redemption

  • Mutual termination of a $1M securities purchase agreement on June 25, 2026, with no proceeds raised, leaving the company without a planned capital infusion

  • Issued $809,705.75 convertible note to fund merger-related payoffs, with mandatory registration statement filing within 60 days post-merger, signaling a cash-constrained transaction

Opportunities (8)

  • All-cash acquisition at $73.00/share by Merck KGaA offers a near-risk-free arbitrage opportunity with a defined closing timeline, as the deal includes customary regulatory and shareholder approvals

  • Regained Nasdaq compliance, removing a major overhang; with a clean listing status, the stock could re-rate as the company focuses on its pipeline without delisting distraction

  • H.B. Fuller/Strategic M&A (OPPORTUNITY)

    The £715M acquisition of Advanced Medical Solutions at 12.9x EBITDA (sub-8x with synergies) expands TAM by $15B and creates a new 10% revenue/EBITDA medical segment, with deleveraging to 2.5-3.0x targeted within 2 years

  • The 100 bps coupon reduction on $550M of debt saves ~$5.5M annually in interest, improving free cash flow and extending maturity profile, a clear credit improvement catalyst

  • The $105M acquisition of Berry Aviation adds durable U.S. defense/government contracts (Army, Air Force, SOCOM), shifting revenue mix away from cyclical offshore energy, with Q3 2026 closing expected

  • 12-month data from the 400-participant sentinel cohort of the Phase 2b oral COVID vaccine trial expected in the coming weeks, representing a high-impact binary event with significant upside if positive

  • Refinanced $600M in term loans at a reduced interest rate margin, lowering borrowing costs on Senior Credit Facilities, a direct positive for net income and cash flow

  • Definitive agreement to acquire Ara VAC Group B.V. in a tax-deferred structure, expanding into vacuum technology for critical minerals processing, though financial terms are undisclosed

Sector Themes (6)

  • Desperate Convertible Financing

    At least 5 companies (VEEA, Mobix Labs, CERO Therapeutics, Healthcare Triangle, Non-Invasive Monitoring) issued convertible notes or preferred stock with deeply dilutive terms, high interest rates (10-15%), or onerous registration penalties, signaling a distressed financing cycle where only the most punitive capital is available to weak credits.

  • Covenant Relief Wave

    Multiple companies (Hallador Energy, RMX Industries, CareCloud) secured amendments to loosen financial covenants or extend maturities, indicating a broad-based liquidity crunch where lenders are choosing forbearance over default. Hallador's leverage covenant was loosened from 2.50x to 4.25x, a 70% relaxation.

  • Strategic Refinancings vs. Distressed Refinancings

    A clear bifurcation is emerging: strong credits like California Resources (100 bps coupon reduction) and Oceaneering (new 6.875% notes to retire 6.000% notes) are accessing capital markets on favorable terms, while weak credits are forced into high-cost, secured, or convertible structures.

  • Biotech Distress Cluster

    At least 4 biotech companies (Matinas BioPharma, CERO Therapeutics, HCW Biologics, Quince Therapeutics) are executing reverse stock splits, facing delisting, or resorting to dilutive financing, reflecting a sector-wide cash burn crisis as the post-COVID funding environment tightens.

  • Insider-Led Bailouts

    VEEA and Universal Logistics highlight a pattern where company insiders (CEOs, directors, affiliates) are stepping in to provide financing or facilitate asset transactions, often at terms favorable to themselves, creating potential governance concerns for minority shareholders.

  • M&A as a Distress Exit vs. Growth Strategy

    Charles & Colvard (Chapter 11 overbid) and Non-Invasive Monitoring Systems (merger with Gravitics) use M&A as a distress exit, while H.B. Fuller and Bristow use it for strategic repositioning, showing M&A is a tool for both survival and growth in this market.

Watch List (8)

  • Must submit a compliance plan by Aug 10, 2026 to address the $187M convertible note shareholder approval failure; failure to do so could lead to delisting and a potential bankruptcy filing

  • Has until Oct 2, 2027 under an accepted plan to restore stockholders' equity above $4.0M; any deviation from the plan could trigger immediate delisting proceedings

  • The Overbid Purchase Agreement signals an active bankruptcy auction; watch for competing bids, court approval hearings, and the final sale price, which will determine recovery for stakeholders

  • 12-month data from the 400-participant sentinel cohort expected in the coming weeks; positive data could unlock additional BARDA funding or a partnership, while negative data could accelerate the cash burn crisis

  • With the total leverage ratio loosened to 4.25x effective June 30, 2026, watch Q2 2026 earnings for actual leverage levels; any further deterioration could require another amendment or trigger a default

  • The convertible note's floor price of $0.05 and 80% of low trading prices creates a high probability of conversion; monitor stock price for sustained declines below $0.05, which would trigger cash payment obligations

  • Watch for regulatory approvals (antitrust, CFIUS) and shareholder vote; the deal is expected to close on the 5th business day after all conditions are satisfied, providing a clear timeline for arbitrageurs

  • Series Warrants are contingent on shareholder approval at the AGM on June 30, 2026; failure to approve could disrupt the financing plan and create additional liquidity pressure

Filing Analyses (42)
Forgent Power Solutions, Inc. 8-K positive materiality 7/10

26-06-2026

Forgent Power Solutions, Inc. (FPS) announced on June 23, 2026 that its subsidiary, Forgent Power LLC, entered into Amendment No. 1 to its existing Credit Agreement, refinancing $600 million in initial term loans at a reduced interest rate margin and lowering the margin on existing revolving credit commitments. The amendment, which involved both cashless conversions and new lender participation, is expected to lower the company's borrowing costs on its Senior Credit Facilities.

  • · The amendment was effective June 23, 2026.
  • · Existing term lenders could choose cashless conversion or prepayment from new lender funds.
  • · The base rate is defined as the highest of Federal Funds Rate plus 0.5%, one-month Term SOFR plus 1%, or prime rate.
  • · Term SOFR has a 0.00% per annum floor for the applicable interest period.
  • · The filing was made on June 26, 2026, with the event date of June 23, 2026.
Coeptis Therapeutics Holdings, Inc. 8-K mixed materiality 6/10

26-06-2026

Z Squared, Inc. (Nasdaq: ZSQR) entered a binding letter of intent to acquire a majority membership interest in Paradox Data LLC using newly designated Series D Convertible Preferred Stock with a $5,000,000 aggregate initial liquidation preference (no cash or debt financing). The Union County Campus currently has 8 MW of live on-grid utility connection and the company intends to develop behind-the-meter generation designed to deliver up to 150 MW of continuous firm power and pursue an interconnection request for up to 50 MW of utility power; however the transaction is subject to definitive documentation, due diligence, required approvals (including any Nasdaq stockholder approval), and there is no assurance it will close as described.

  • · Total consideration structured entirely as Series D Convertible Preferred Stock with a $5,000,000 aggregate initial liquidation preference and no cash consideration or debt financing.
  • · Paradox will continue as a going concern with Z Squared as its majority member upon closing (subject to conditions).
  • · Union County Campus site is M-1 zoned, permitted, spans up to 170 acres, and currently has an 8 MW live on-grid utility connection.
  • · Company intends a behind-the-meter generation campus targeting up to 150 MW of continuous industrial-grade firm power, but development is forward-looking and dependent on permitting, capital, equipment procurement, and execution.
  • · Company intends to pursue acceptance of an interconnection request for up to 50 MW of utility power post-closing.
  • · Fuel delivery is supported by two pipelines with a combined capacity of 40,000 dekatherms per day, described as sufficient to support in excess of 150 MW of on-site power generation.
  • · Completed fiber buildout delivers dedicated fiber of up to 400 Gbps with multiple carriers for redundant connectivity.
  • · Transaction remains subject to negotiation of definitive documentation, due diligence, required consents and approvals, and any Nasdaq stockholder approval; there is no assurance the transaction will close.
BIO-TECHNE Corp 8-K neutral materiality 10/10

26-06-2026

Bio-Techne Corporation has entered into a definitive agreement to be acquired by Merck KGaA, Darmstadt, Germany, through its subsidiary EMD Holdings NewCo, Inc., in an all-cash transaction valued at $73.00 per share. The merger is expected to close following regulatory approvals and shareholder approval, with the company surviving as a wholly-owned subsidiary of Merck KGaA.

  • · The merger is structured under the Minnesota Business Corporation Act with Bio-Techne as the surviving corporation.
  • · The agreement includes customary representations, warranties, and covenants, including a no-solicitation clause and conditions related to regulatory approvals and shareholder vote.
  • · The closing is expected to occur on the fifth business day after all conditions are satisfied or waived.
  • · The board of directors of Bio-Techne has unanimously approved the transaction and recommends shareholders vote in favor.
OCEANEERING INTERNATIONAL INC 8-K neutral materiality 7/10

26-06-2026

Oceaneering International priced a private offering of $500 million in 6.875% Senior Notes due 2034, with proceeds intended to fund a concurrent cash tender offer for its 6.000% Senior Notes due 2028. The offering is expected to close on July 6, 2026, and any excess proceeds will be used for general corporate purposes, including debt repayment or repurchase.

  • · The 2034 Notes will mature on July 15, 2034.
  • · The offering is being made to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
  • · The tender offer was announced on June 24, 2026.
  • · The offering is not registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an exemption.
ENDRA Life Sciences Inc. 8-K neutral materiality 10/10

26-06-2026

ENDRA Life Sciences Inc. disclosed a proposed merger involving Renergen Limited and Noble Africa LLC, with participation from ASP Isotopes Inc. The presentation reveals a complex four-party transaction combining ENDRA, Renergen, Noble Africa (a company focused on helium and LNG in South Africa), and ASPI, resulting in a post-merger entity with a dual-class stock structure. The announcement is forward-looking with significant execution and regulatory risks; no specific financial metrics or historical performance data for any party are included in the filing.

  • · The merger involves a four-party combination: ENDRA, Noble Africa LLC, Renergen Limited, and ASP Isotopes Inc.
  • · Noble Africa, referenced as the company in the presentation, appears to be the entity whose equity securities are being offered in the private placement associated with the merger.
  • · The post-merger entity will have a dual-class common stock structure, concentrating voting power with ASPI and its affiliates, which may limit other stockholders' influence.
  • · The presentation lists the Renergen helium project's Phase 1 and 2 as key focus areas, which involve commercial supply of helium and LNG.
  • · Placement agents retained for the offering are Lucid Capital Markets, LLC and Ocean Wall Ltd.
  • · The transaction is subject to SEC review, shareholder approval via a proxy statement, and other closing conditions; no definitive agreement has been signed yet.
  • · ENDRA will file a registration statement on Form S-4 containing a proxy statement/prospectus for shareholder vote on the proposed transactions.
ALX ONCOLOGY HOLDINGS INC 8-K neutral materiality 8/10

26-06-2026

ALX Oncology Holdings Inc. entered into a $50M secured multi-tranche term loan facility with HSBC Ventures USA Inc., borrowing $10M at closing to refinance existing debt with Oxford Finance and Silicon Valley Bank. The facility includes an additional $20M available through June 2028, up to $10M contingent on Phase 2 ASPEN-09 and Phase 1 ALX2004 milestones, and $10M at the lender's discretion. The loans mature June 1, 2030, with floating interest at the greater of Prime Rate or 6.0%, and carry prepayment fees of 2.0% (year 1) and 1.0% (year 2). The company's obligations are secured by substantially all assets with a negative pledge on IP.

  • · The loan agreement includes a negative pledge on intellectual property, meaning IP is not directly collateralized.
  • · The term loans amortize in equal monthly installments beginning July 1, 2028, but if an Interest Only Milestone Event occurs, amortization starts July 1, 2029.
  • · Prepayment fee is waived if the facility is refinanced by the Lender.
  • · The loan agreement contains customary affirmative and negative covenants, including restrictions on asset dispositions, mergers, incurring debt, granting liens, paying dividends, making investments, and affiliate transactions.
  • · Events of default include payment defaults, material misrepresentations, covenant breaches, cross defaults with other material indebtedness, bankruptcy, and judgment defaults.
  • · The $10M uncommitted portion is at the lender's sole discretion.
  • · The existing loan agreement with Oxford Finance and Silicon Valley Bank was terminated upon refinancing.
VEEA INC. 8-K mixed materiality 8/10

26-06-2026

Veea Inc. entered into a Note Conversion Agreement with NLabs Inc., an affiliate of CEO Allen Salmasi, converting $4,132,910.49 in principal and accrued interest under Demand Notes into 41,329 shares of Series A-1 Preferred Stock and warrants to purchase up to 13,331,969 shares of common stock at $0.31 per share. The conversion eliminates debt but significantly dilutes existing common shareholders, as the preferred shares are convertible into up to 13,331,969 common shares at $0.31 per share. The warrants are exercisable from January 1, 2027, through June 25, 2031.

  • · The Note Conversion Agreement was entered into on June 25, 2026.
  • · The Common Warrants have an exercise price of $0.31 per share and are exercisable from January 1, 2027 to June 25, 2031.
  • · The Series A-1 Preferred Stock carries voting rights on an as-converted basis and dividend rights equivalent to common stock.
  • · The issuance was exempt from registration under Section 3(a)(9) of the Securities Act.
  • · A Certificate of Designation for Series A-1 Preferred Stock was filed with the Delaware Secretary of State on June 25, 2026.
  • · The company has 550,000,000 authorized common shares and 1,000,000 authorized preferred shares.
  • · The Series A-1 Preferred Stock is convertible into common stock at $0.31 per share, resulting in 323 common shares per preferred share.
SmartKem, Inc. 8-K neutral materiality 5/10

26-06-2026

SmartKem, Inc. issued a convertible promissory note to Ferrox Critical Minerals on June 22, 2026, in connection with a material agreement. The filing includes the note as an exhibit and was signed by CFO Barbra C. Keck. No financial terms were disclosed beyond the existence of the convertible instrument, and the filing does not include financial statements or detailed terms.

  • · The convertible promissory note was issued by Ferrox Critical Minerals to SmartKem, Inc., not the other way around.
  • · The filing covers Items 1.01 (Entry into a Material Definitive Agreement), 3.02 (Unregistered Sales of Equity Securities), and 9.01 (Financial Statements and Exhibits).
  • · No financial statements or material financial terms were provided in this 8-K.
HA Sustainable Infrastructure Capital, Inc. 8-K neutral materiality 8/10

26-06-2026

HASI issued $1.0 billion of 5.950% green senior unsecured notes due 2033 in a private offering to fund eligible green projects and temporarily repay outstanding borrowings under its credit facilities. The notes are guaranteed by several subsidiaries and carry a change-of-control repurchase provision at 101% of par. The company intends to register the notes for exchange, with a registration deadline of 364 days from issuance, and will pay additional interest if registration obligations are missed.

  • · The notes mature on July 15, 2033, with semi-annual interest payments starting January 15, 2027.
  • · Optional redemption before May 15, 2033 requires a make-whole premium; thereafter at par plus accrued interest.
  • · Guarantees automatically terminate if a guarantor ceases to guarantee any Corporate Indebtedness (other than the notes) and has no outstanding Corporate Indebtedness issued by such guarantor.
  • · Proceeds will temporarily repay borrowings under the unsecured credit facility or commercial paper programs; cash equal to net proceeds will be used for eligible green projects within 12 months preceding or two years following issuance.
  • · No other current or future subsidiaries are required to guarantee the notes.
  • · Registration rights agreement requires the exchange offer to be consummated no later than 364 days after the issue date.
Bristow Group Inc. 8-K mixed materiality 8/10

26-06-2026

Bristow Group Inc. (NYSE: VTOL) announced a definitive agreement to acquire Berry Aviation, Inc. from Acorn Capital Management for $105 million in an all-cash transaction, expected to close in Q3 2026. The acquisition adds differentiated special mission capabilities and long-term U.S. defense/government customer relationships, shifting Bristow's revenue mix toward more durable contracted government services. However, Bristow also announced plans to exit its Norway Offshore Energy Services business, and the combined pro forma impact on 2025 EBITDA is neutral, highlighting a balanced but mixed strategic repositioning.

  • · Berry Aviation's government customers include U.S. Army, U.S. Air Force, U.S. Special Operations Command (SOCOM), U.S. Transportation Command (TRANSCOM) and more.
  • · Berry Aviation holds certifications including Commercial Airlift Review Board (CARB), Commission on Accreditation of Medical Transport Systems (CAMTS), Part 135 Airdrop authorization, and ability to operate in GPS-denied airspace.
  • · The acquisition is expected to close in Q3 2026, subject to customary closing conditions.
  • · Bristow intends to fund the transaction with cash on hand.
  • · Berry Aviation's leadership team is expected to remain in their roles post-closing.
  • · Bristow expects to continue pursuing other opportunities in Norway, such as those in the Advanced Air Mobility space.
  • · The timing and structure of any sale of the Norway business remain subject to market conditions.
  • · Bristow currently has customers in Australia, Brazil, Canada, Chile, the Dutch Caribbean, the Falkland Islands, Ireland, the Netherlands, Nigeria, Norway, Spain, Suriname, Trinidad, the United Kingdom and the United States.
FULLER H B CO 8-K positive materiality 9/10

26-06-2026

H.B. Fuller Company announced a recommended cash offer to acquire Advanced Medical Solutions Group plc for £2.85 per share, valuing the total enterprise at £715 million (pre-synergy EBITDA multiple of 12.9x). The deal is expected to extend H.B. Fuller's capabilities in high-growth medical segments, increase its total addressable market by $15 billion to $95 billion, and deliver approximately $55 million in run-rate synergies by 2031. However, the transaction is subject to shareholder and regulatory approvals, carries integration risks, and will increase leverage before the company targets deleveraging to 2.5x–3x within two years.

  • · Pre-synergy EBITDA multiple is 12.9x based on 2026 AMS consensus EBITDA under IFRS; with full run-rate synergies, the multiple drops to less than 8x.
  • · H.B. Fuller expects to deleverage to its target of 2.5x–3.0x within two years after closing.
  • · The new medical segment will immediately account for approximately 10% of the combined company's revenues and EBITDA.
  • · Since 2023, H.B. Fuller increased EBITDA by 55% and EBITDA margins by over 1,000 basis points across 11 acquired businesses.
RMX INDUSTRIES, INC. 8-K mixed materiality 6/10

26-06-2026

RMX Industries, Inc. extended the maturity date of its Initial Senior Secured Convertible Note from May 30, 2026 to August 31, 2026, via email agreement with the institutional investor on June 22, 2026. The Note, originally issued on November 5, 2025, has an aggregate principal amount of $2,020,000 and carries a 15% interest rate. This extension provides short-term liquidity relief but indicates potential cash flow challenges, as the company has already extended the maturity once before.

  • · The Initial Note was originally set to mature on March 31, 2026, and was previously extended to May 30, 2026.
  • · The extension was agreed via email, indicating an informal amendment process.
  • · The company is an emerging growth company and has elected not to use the extended transition period for complying with new accounting standards.
VERISIGN INC/CA 8-K neutral materiality 7/10

26-06-2026

VeriSign completed a registered offering of $550 million aggregate principal amount of 5.100% Senior Notes due 2031. The notes will mature on July 15, 2031, with semi-annual interest payments starting January 15, 2027. The offering provides the company with additional liquidity, but increases its debt obligations.

  • · The notes are senior unsecured obligations and rank equally with other senior indebtedness.
  • · The indenture includes covenants restricting liens, sale and leaseback transactions, and mergers.
  • · 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 notes prior to June 15, 2031 at a make-whole premium, and on or after that date at 100% of principal.
UPEXI, INC. 8-K mixed materiality 9/10

26-06-2026

Upexi, Inc. received a Nasdaq delisting notice on June 24, 2026 for failing to obtain shareholder approval on two convertible note issuances totaling approximately $187 million, which could convert into 20% or more of pre-transaction shares. The company has until August 10, 2026 to submit a compliance plan; however, there is no assurance the plan will be accepted. Separately, on June 26, 2026, the company announced its addition to the Russell Microcap® Index, effective June 29, 2026.

  • · The two transactions involved SOL: $151.2M convertible at $4.25/share on July 9, 2025, and $36M convertible at $2.39/share on January 9, 2026.
  • · The notice has no immediate effect on the listing or trading of the common stock on the Nasdaq Capital Market.
  • · If Nasdaq does not accept the compliance plan, the company may appeal to a Hearings Panel.
UNIVERSAL LOGISTICS HOLDINGS, INC. 8-K neutral materiality 6/10

26-06-2026

Universal Logistics Holdings, Inc. (ULH) subsidiary UTSI Finance, Inc. sold a Kearny, New Jersey facility to Lakeshore Ventures LLC for $38.0 million in cash and simultaneously acquired all membership interests of Passaic Ventures LLC, which owns a Newark, New Jersey facility. The transactions were with an affiliate of Chairman Matthew T. Moroun and director Matthew J. Moroun, but were approved by disinterested board members including the Audit Committee.

  • · The transactions were consummated on June 24, 2026, the same date the agreements were entered into.
  • · The Kearny REPA and Passaic MIPA are filed as Exhibits 10.1 and 10.2 to the 8-K.
  • · The cash consideration of $38.0 million is subject to adjustments, prorations, and credits per the Kearny REPA.
Venture Global, Inc. 8-K positive materiality 7/10

26-06-2026

Venture Global, Inc. announced that its subsidiary, Venture Global Shipping Holdings, LLC, has closed a $1.5 billion senior secured vessel financing facility maturing in June 2032. Proceeds will be used to reimburse payments for nine LNG carriers and for general corporate purposes. The company touts over 100 MTPA of LNG capacity across production, construction, or development.

  • · The facility matures on June 26, 2032.
  • · Deutsche Bank and ING acted as coordinating lead arrangers; ING also serves as facility agent and security trustee.
  • · Venture Global began producing LNG from its first facility in 2022.
  • · The company's first three projects (Calcasieu Pass, Plaquemines LNG, CP2 LNG) are located in Louisiana.
  • · The filing includes forward-looking statements with standard risk disclaimers.
Cboe Global Markets, Inc. 8-K neutral materiality 5/10

26-06-2026

Cboe Global Markets, Inc. has amended and restated its €1.5B facility agreement dated 1 July 2020, with effect from 23 June 2026. The amendment adjusts lender commitments, including the cancellation of one outgoing lender's commitment and changes to continuing and reducing lenders. The company confirms that existing security and guarantees continue in full force and effect under the amended terms.

  • · The amendment effective date is 26 June 2026, subject to satisfaction of conditions precedent.
  • · One outgoing lender's commitment is cancelled in full; continuing lenders' commitments are adjusted (some reduced, some increased).
  • · The amended agreement incorporates security under English, Irish, and Swedish law governed documents from prior restatements.
  • · Cboe's latest audited financial statements referenced are for the year ended 31 December 2025.
FIREFLY NEUROSCIENCE, INC. 8-K negative materiality 6/10

26-06-2026

Firefly Neuroscience, Inc. (AIFF) and an accredited investor mutually terminated the securities purchase agreement dated May 6, 2026, effective June 25, 2026. The agreement had provided for the sale of up to 666,667 units at $1.50 per unit for aggregate gross proceeds of up to $1,000,000, but no funds were raised before termination.

  • · The Purchase Agreement was governed by Section 5.3 for mutual termination.
  • · The original Purchase Agreement was disclosed in an 8-K filed on May 12, 2026.
  • · No proceeds were received before the termination.
Healthcare Triangle, Inc. 8-K neutral materiality 6/10

26-06-2026

Healthcare Triangle, Inc. filed a Certificate of Designations creating 23,000 shares of Series C Convertible Preferred Stock, each with a stated value of $1,000 per share. The shares are convertible into 430.2 shares of common stock per preferred share at the company's option, subject to stockholder approval. The Series C ranks senior to all other capital stock but junior to all indebtedness, and holders are not entitled to dividends.

  • · The Series C Convertible Preferred Stock has no maturity date, no sinking fund, and no mandatory redemption.
  • · Upon liquidation, holders receive the amount they would have received if converted to common stock immediately prior to liquidation, subject to senior securities.
  • · Conversion is at the corporation's option, not the holder's, and only after stockholder approval is obtained.
  • · The conversion ratio is subject to anti-dilution adjustments for stock dividends, splits, and combinations.
  • · No fractional shares are issued upon conversion; the company rounds up to the next whole share.
  • · The company must reserve sufficient authorized common shares for conversion of all outstanding Series C shares.
  • · Any converted or reacquired shares resume status as authorized but unissued preferred stock.
CHARLES & COLVARD LTD 8-K negative materiality 8/10

26-06-2026

Charles & Colvard, Ltd. (CTHR) entered into an Overbid Purchase Agreement with AJS Creations, Inc. on June 22, 2026, as disclosed in an 8-K filed June 26, 2026. The filing contains extensive forward-looking statements and risk factors related to the company's Chapter 11 bankruptcy process, including risks to liquidity, employee retention, and court approvals. No financial terms of the agreement were disclosed.

  • · The Overbid Purchase Agreement was entered into during the company's Chapter 11 bankruptcy proceedings.
  • · The filing includes extensive cautionary language about risks including ability to obtain court approval, increased legal costs, liquidity constraints, and employee attrition.
  • · No financial details or purchase price were disclosed in this filing.
  • · The agreement was signed by CFO Clint J. Pete on behalf of the registrant.
IRON MOUNTAIN INC 8-K neutral materiality 7/10

26-06-2026

Iron Mountain completed a private offering of $1.5B in 6.250% Senior Notes due 2035, generating net proceeds of approximately $1.482B. The company will use the proceeds to repay revolving credit facility borrowings and for general corporate purposes. The notes are unsecured senior obligations guaranteed by the company's U.S. subsidiaries.

  • · The Notes mature on January 15, 2035, unless earlier redeemed or repurchased.
  • · Interest is payable semi-annually on January 15 and July 15, with first payment on January 15, 2027.
  • · The company may redeem up to 40% of the Notes with net proceeds from certain equity offerings before July 15, 2029, provided at least 50% of the original principal remains outstanding.
  • · The Indenture includes customary events of default and restrictive covenants limiting sale-leaseback transactions and liens.
  • · The Notes were offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
Applied Digital Corp. 8-K neutral materiality 8/10

26-06-2026

Applied Digital Corp. (APLD) entered into a $50M+ credit agreement on May 29, 2026, with First National Bank of Omaha as administrative agent and a syndicate including Goldman Sachs, Mizuho, RBC, Santander, and Wells Fargo. The facility will refinance existing indebtedness, fund general corporate purposes, and support working capital. The agreement includes customary representations, affirmative and negative covenants, and events of default, with redacted pricing terms (Applicable Margin and Commitment Fee).

  • · The credit agreement is dated May 29, 2026, and filed as an 8-K on June 26, 2026.
  • · The borrower is APLD Intermediate HOLDCO LLC, a Delaware LLC, and Applied Digital Corporation acts as Holdings.
  • · The facility includes Revolving Facility Commitments and Incremental Term Loans, with a $50M additional coverage amount.
  • · Pricing terms (Applicable Margin and Applicable Commitment Fee) are redacted as confidential.
  • · The agreement includes provisions for Incremental Commitments, Extension Amendments, and Refinancing Amendments.
  • · AI Cloud Services segment entities are defined and include Sai Computing Holdings LLC, ChronoScale entities, and others.
  • · ChronoScale and Base Electron are explicitly excluded from being deemed Affiliates of any Loan Party.
  • · The agreement contains standard negative covenants covering Indebtedness, Liens, Asset Sales, Investments, Mergers, Restricted Payments, and Affiliate Transactions.
  • · Events of default include non-payment, breach of representations, covenant violations, cross-default, bankruptcy, and ERISA events.
  • · The governing law is not explicitly stated but the agreement includes a jury trial waiver and consent to jurisdiction.
EKSO BIONICS HOLDINGS, INC. 8-K neutral materiality 7/10

26-06-2026

ChronoScale Corporation (formerly EKSO BIONICS HOLDINGS, INC.) entered into an unsecured Demand Grid Promissory Note with Applied Digital Corporation for a line of credit of up to $100,000,000, to be used for working capital and general corporate purposes. As of the filing date, no advances have been made under the Note. The Note is not convertible into common stock, and the transaction was approved by related party committees due to overlapping board members and significant ownership by the lender and its affiliates.

  • · The Note is unsecured and bears interest at the short-term Applicable Federal Rate, compounded semiannually.
  • · The Company may prepay all or any portion of the Note without penalty or premium.
  • · The Note is not convertible into common stock.
  • · The line of credit amount is reduced by the dollar value of any credit support provided by the Lender or its affiliates.
  • · The execution was approved by the Related Party Committees of both the Company and the Lender.
OFF THE HOOK YS INC. 8-K neutral materiality 5/10

26-06-2026

Off The Hook YS Inc. (OTH) disclosed a Master Loan Agreement entered into on June 22, 2026, between its subsidiary Off The Hook Yacht Sales NC, LLC and NextBoat, Inc. (as co-borrowers) and RLLT Capital, LLC (as lender). The agreement establishes a deal-by-deal floorplan equity financing facility for purchasing pre-owned boats, with loans bearing 15% annual simple interest, a 1% origination fee, and a 5% profit participation on gross boat sale profits. Loans are unsecured, full recourse obligations of the borrowers, with 180-day initial maturities extendable by 90 days at a 2% premium.

  • · The agreement is governed by North Carolina law with exclusive venue in New Hanover County, NC.
  • · Loans are unsecured; the floorplan lender holds a first-priority security interest in each boat.
  • · Borrowers are jointly and severally liable for all obligations.
  • · Lender must be an accredited investor and is making loans with its own funds.
  • · Default interest rate is the lesser of 15% per annum or the maximum allowed by law.
  • · No cross-default between separate loans unless agreed in writing.
  • · Borrower may prepay any loan without penalty.
  • · Lender cannot assign the agreement without borrower consent; borrower may assign in a corporate reorganization.
MOBIX LABS, INC 8-K mixed materiality 7/10

26-06-2026

Mobix Labs, Inc. entered into a Second Amendment to its Registration Rights Agreement with Leviston Resources, LLC, in connection with the issuance of an additional $2.8M senior secured convertible note. The amendment extends registration rights, filing deadlines, and liquidated damages provisions to the shares issuable upon conversion of this new note. While the additional funding provides near-term liquidity, the stringent registration obligations and potential liquidated damages (e.g., $100,000 per failure plus 2% per 30-day period) highlight ongoing financial and compliance pressures.

  • · The Additional Note is issued under the Investor Rights Agreement dated May 13, 2026.
  • · The Company must file a registration statement covering the Additional Conversion Shares by July 31, 2026 (Additional Filing Deadline).
  • · Liquidated damages for registration failures are $100,000 within 3 calendar days plus 2% per 30-day period of the aggregate value of the applicable Registrable Securities.
  • · The amendment incorporates the same effectiveness deadline mechanics and shutdown extension provisions as the Original RRA.
  • · The amendment is governed by the Securities Purchase Agreement dated March 31, 2026.
AUTOMATIC DATA PROCESSING INC 8-K neutral materiality 8/10

26-06-2026

ADP entered into a $5.7 billion 364-day unsecured credit agreement on June 26, 2026, with JPMorgan Chase as administrative agent, to be used for general corporate purposes including refinancing of existing credit agreements. The facility includes a $5.7 billion committed revolving line and an uncommitted loan option with a 0.625% margin over SOFR for term benchmark loans. No negative metrics are reported as this is a financing arrangement, but the large increase in committed capacity (previous 364-day facility was $5.7 billion in 2025) suggests stable or increased liquidity needs.

  • · The facility matures in 364 days, with an option for borrowers to request up to two extensions of the maturity date under certain conditions.
  • · The credit agreement replaces or supplements a previous 364-day credit agreement dated June 27, 2025 and a five-year credit agreement dated June 28, 2024.
  • · The applicable rate for Term Benchmark Loans is Term SOFR plus 0.625%, and for ABR loans 0.00%.
  • · The agreement includes customary representations, covenants, and events of default, including limits on liens, sale-leaseback transactions, and fundamental changes.
  • · The proceeds may also be used for general corporate purposes of the borrowers and their subsidiaries.
HALLADOR ENERGY CO 8-K neutral materiality 8/10

26-06-2026

Hallador Energy Company amended its credit agreement on June 25, 2026, loosening its total leverage ratio covenant from 2.50x to 4.25x effective June 30, 2026, and relaxing its senior secured leverage ratio to 3.00x through September 30, 2026 before stepping down. The amendment, with Texas Capital Bank as administrative agent, indicates the company obtained covenant relief from lenders, likely reflecting near-term financial pressures.

  • · The amendment became effective June 25, 2026, with certain provisions retroactive to May 30, 2026.
  • · The senior secured leverage ratio covenant tightens in steps: 3.00x (June–Sep 2026), 2.75x (Dec 2026–Mar 2027), and returns to 2.50x from June 2027 onward.
  • · Schedules of Material Agreements and Burdensome Agreements were replaced with redacted versions.
  • · The amendment was unanimously consented to by the required lenders with no existing default or event of default after giving effect to the amendment.
NON INVASIVE MONITORING SYSTEMS INC /FL/ 8-K positive materiality 8/10

26-06-2026

Non-Invasive Monitoring Systems Inc. entered into a Note Purchase Agreement with Defender Opportunity LLC to issue a convertible note for $809,705.75, which will be used to pay off existing promissory notes and accrued interest. The proceeds also include a $300,000 payment for other promissory notes to be repaid by Gravitics, Inc. pursuant to a merger agreement. The filing includes provisions for registration rights, indemnification, and transfer restrictions, with a mandatory registration statement filing within 60 days after the merger's effective date.

  • · The Note Purchase Agreement is dated June 24, 2026, with payment due within three business days.
  • · The purchase price of $809,705.75 covers all outstanding principal and accrued interest on existing non-convertible promissory notes.
  • · An additional $300,000 in other promissory notes will be repaid by Gravitics, Inc. under the Merger Agreement.
  • · The Company must file a registration statement within 60 days after the Merger's effective date, with liquidated damages of 1.0% per month (max 6.0%) for failure to comply.
  • · The Buyer is an accredited investor and the Note is issued under Section 4(a)(2) of the Securities Act.
  • · The agreement includes indemnification provisions for the Buyer and its related parties.
  • · The Company reserves all shares of Common Stock issuable upon conversion of the Note as of closing.
California Resources Corp 8-K mixed materiality 8/10

26-06-2026

California Resources Corporation (CRC) completed a private offering of $550M in 7.250% senior unsecured notes due 2035, using the proceeds plus cash on hand and/or credit facility borrowings to redeem all outstanding $550M of its 8.250% senior unsecured notes due 2029 at a premium. The refinancing extends CRC's debt maturity profile and reduces its coupon rate by 100 basis points, though the transaction involves a call premium of 104.125% and potential added borrowing costs from the credit facility.

  • · Interest on new notes accrues from June 26, 2026 and is payable semi-annually on January 15 and July 15, starting January 15, 2027.
  • · Notes are unsecured, rank equally with all senior unsecured debt, and rank senior to subordinated debt.
  • · CRC may redeem up to 40% of the new notes before July 15, 2029 using net cash proceeds from equity offerings, at specified redemption prices.
  • · Before July 15, 2029, CRC may also redeem some or all of the notes at 100% of principal plus a make-whole premium.
  • · Change of control trigger requires CRC to offer to repurchase notes at 101% of principal plus accrued interest.
  • · The new notes are guaranteed by all existing subsidiaries that guarantee its revolving credit facility and 7.000% senior notes due 2034.
CareCloud, Inc. 8-K neutral materiality 4/10

26-06-2026

CareCloud, Inc. entered into a First Amendment to its Credit Agreement with Citizens Bank, N.A., extending the deadline for certain post-closing securities account pledge documentation to 105 days after the closing date and modifying information and notice requirements for permitted acquisitions, while also revising the liquidity condition applicable to such acquisitions. No financial metrics were disclosed, but the amendment indicates ongoing operational adjustments to the company's credit facility. The filing does not provide any performance data, so no positive or negative trends can be assessed.

  • · The Amendment is effective as of May 6, 2026, but was entered into on June 25, 2026.
  • · Amendment modifies Schedule 6.16, extends pledge documentation deadline to 105 days after closing date (April 13, 2026).
  • · No financial impact, monetary amounts, or performance metrics disclosed in the filing.
ENERGY FUELS INC 8-K neutral materiality 7/10

26-06-2026

Energy Fuels Inc. (UUUU) entered into a definitive Agreement and Plan of Merger on June 23, 2026, to acquire Ara VAC Group B.V. and its affiliates through a series of mergers involving Dutch and U.S. entities. The transaction is structured to be tax-deferred under U.S. federal income tax law and includes the issuance of preferred shares, repurchase obligations, and post-closing registration rights. No financial terms (e.g., purchase price, consideration amounts) are disclosed in this excerpt, limiting the ability to assess materiality or performance trends.

  • · The transaction involves multiple merger steps: Dutch Merger, First US Merger, and Second US Merger.
  • · Post-closing, Dutch TopCo Holders will receive non-voting preferred shares in Dutch Merger Sub, which will be repurchased for cash consideration.
  • · The agreement includes representations and warranties covering capitalization, financial matters, tax, environmental, and compliance areas.
  • · Conditions to closing include regulatory approvals, absence of material adverse changes, and accuracy of representations.
  • · The filing does not disclose the total consideration or valuation of the acquisition.
Matinas BioPharma Holdings, Inc. 8-K negative materiality 9/10

26-06-2026

Matinas BioPharma received a second NYSE American non-compliance notice on June 24, 2026, for failing Section 1003(a)(ii) (stockholders' equity < $4.0M with recent losses), adding to a prior Section 1003(a)(iii) violation. The company's stockholders' equity was $3,022,000 as of March 31, 2026, and it has reported net losses in five of its most recent fiscal years. However, the NYSE American accepted the company's compliance plan and granted a plan period through October 2, 2027, so the stock continues trading normally under MTNB for now.

  • · The company is not eligible for the Section 1003(a) exemption for companies with market capitalization exceeding $50 million.
  • · The compliance plan was accepted by NYSE American on June 24, 2026, with a plan period through October 2, 2027.
  • · If the company fails to regain compliance or make progress consistent with the plan, NYSE American staff may initiate delisting proceedings.
  • · The June Notice has no immediate impact on the listing or trading of MTNB common stock.
LIQUIDITY SERVICES INC 8-K neutral materiality 3/10

26-06-2026

Liquidity Services, Inc. (LQDT) entered into the Fourth Amendment to its Credit Agreement with Wells Fargo Bank, extending the maturity date from March 31, 2027 to March 31, 2028. All other terms and conditions of the Credit Agreement remain unchanged.

  • · The amendment extends the credit facility term by one year, from March 31, 2027 to March 31, 2028.
  • · No changes were made to any other terms, conditions, or covenants of the Credit Agreement.
  • · The original Credit Agreement was dated February 10, 2022.
Akari Therapeutics Plc 8-K neutral materiality 5/10

26-06-2026

Akari Therapeutics Plc amended its securities purchase agreement to combine the second and third closings into a single closing on June 26, 2026, issuing the remaining 980,395 ADSs or prefunded warrants. The Series Warrants remain contingent on shareholder approval at the annual general meeting on June 30, 2026. No other terms of the agreement were changed.

  • · First closing occurred on May 27, 2026.
  • · Original second closing was expected on June 15, 2026; third closing on July 15, 2026.
  • · Combined closing occurred on June 26, 2026.
  • · Series H, Series I, and Series J warrants are collectively referred to as Series Warrants.
  • · Shareholder approval for Series Warrants is scheduled for June 30, 2026.
TEN Holdings, Inc. 8-K neutral materiality 7/10

26-06-2026

TEN Holdings, Inc. (XHLD) announced the pricing of a $7.5 million offering of 7.5 million shares of common stock at $1.00 per share, with expected closing on June 30, 2026. The net proceeds will be used for general working capital and corporate purposes, including repayment of indebtedness. The offering was facilitated by WestPark Capital, Inc. as sole placement agent.

  • · The offering is being made under an effective registration statement on Form S-1 (File No. 333-294896) initially filed on April 6, 2026, and declared effective on June 26, 2026, along with a Rule 462(b) registration statement.
  • · The company’s common stock has a par value of $0.0001 per share.
  • · The company mainly produces virtual, hybrid, and physical events, supported by its Xyvid Pro and Ten Pro platforms.
  • · Forward-looking statements are subject to risks discussed in the company's most recent Annual Report on Form 10-K and the Registration Statement.
Graf Global Corp. 8-K neutral materiality 5/10

26-06-2026

Graf Global Corp. amended its articles of association to extend the deadline for consummating a business combination from September 27, 2026 to up to December 27, 2026, with the possibility of three one-month extensions at the directors' discretion. If no combination is completed by the deadline, the company will redeem public shares from the trust account.

  • · Original deadline was September 27, 2026.
  • · Extension can be up to three times, each by one month, with final deadline December 27, 2026.
  • · Redemption price equals trust account balance (including interest, less taxes and up to $100,000 for dissolution expenses) divided by number of public shares.
Outlook Therapeutics, Inc. 8-K positive materiality 9/10

26-06-2026

Outlook Therapeutics, Inc. (OTLK) announced it received a letter from Nasdaq on June 26, 2026, confirming it has regained compliance with the minimum bid price requirement (closing bid price at or above $1.00 for ten consecutive business days) after previously facing delisting. The matter is now closed, and the company's common stock will continue trading on the Nasdaq Capital Market.

  • · The company initially received a delisting notice on February 18, 2026 for failing to maintain a minimum bid price of $1.00 for 30 consecutive business days under Nasdaq Listing Rule 5550(a)(2).
  • · Compliance was regained based on a closing bid price of $1.00 or greater for the ten consecutive business days ending June 25, 2026.
  • · The compliance confirmation letter was received on June 26, 2026.
HCW Biologics Inc. 8-K neutral materiality 6/10

26-06-2026

HCW Biologics Inc. filed an 8-K announcing a 1-for-6 reverse stock split, effective June 30, 2026, approved by the board and stockholders. The split will automatically convert each six shares of common stock into one share, with fractional shares rounded up to a full share. No financial results or period-over-period comparisons are provided in this filing.

  • · The reverse stock split is effective at 12:01 a.m. Eastern time on June 30, 2026.
  • · The par value remains $0.0001 per share for both old and new common stock.
  • · Fractional shares resulting from the split will be rounded up to one whole share.
  • · The amendment was adopted under Section 242 of the Delaware General Corporation Law.
Quince Therapeutics, Inc. 8-K neutral materiality 5/10

26-06-2026

Quince Therapeutics, Inc. filed a Certificate of Amendment for a 1-for-20 reverse stock split effective June 29, 2026. The split consolidates each 20 outstanding shares of common stock into 1 share, with fractional shares rounded up to the next whole share. This corporate action reduces outstanding shares but does not change total authorized shares (250M common, 10M preferred).

  • · The reverse stock split becomes effective 11:59 p.m. Eastern time on June 29, 2026.
  • · Fractional shares resulting from the split will be rounded up to the next whole share.
  • · The amendment has a par value of $0.001 per share for both common and preferred stock.
  • · The original incorporation was under the name 'Cortexyme, Inc.' on June 20, 2012.
  • · The certificate of amendment was adopted by the Board of Directors and approved by stockholders.
BLACKBOXSTOCKS INC. 8-K positive materiality 7/10

26-06-2026

REalloys Inc. (Nasdaq: ALOY) announced the closing of a $100 million private placement, issuing 7,017,540 shares at $14.25 per share. The company intends to use net proceeds for working capital and general corporate purposes. Clear Street LLC acted as sole placement agent.

  • · The private placement was previously announced and has now closed.
  • · The securities sold are unregistered and the company will file a resale registration statement.
  • · REalloys is advancing a fully integrated North American mine-to-magnet supply chain.
  • · The company's Ohio facility serves federal logistics and procurement agencies.
CERO THERAPEUTICS HOLDINGS, INC. 8-K negative materiality 8/10

26-06-2026

CERO THERAPEUTICS HOLDINGS, INC. entered into an amended and restated promissory note with SRX Health Solutions, Inc. on June 23, 2026, increasing total borrowing capacity to $1,413,600. The note carries a 10% annual interest rate, matures on May 28, 2027, and is convertible into common stock at a conversion price equal to the lesser of $0.05 or 80% of the average of the five lowest intraday trading prices over the prior 20 days. While the additional $663,600 funding provides near-term liquidity, the highly dilutive conversion terms (floor price of $0.05) and the 25% original issue discount (OID) embedded in the structure signal significant financial strain and potential shareholder dilution.

  • · The note includes a 25% original issue discount (OID), meaning the maximum principal amount is $1,767,000 but only $1,413,600 is funded.
  • · Conversion price is the lesser of $0.05 (floor price) or 80% of the average of the five lowest intraday trading prices over the prior 20 days.
  • · If the conversion price falls below the floor price, the borrower must make a cash payment to the lender equal to the difference.
  • · The lender is an accredited investor and the issuance was made under Section 4(a)(2) and Rule 506(b) exemption.
  • · The company must file a registration statement (Form S-1 or S-3) covering the resale of shares issuable upon conversion.
  • · The beneficial ownership limitation is set at 4.99%.
Vaxart, Inc. 8-K mixed materiality 8/10

26-06-2026

Vaxart announced a contract modification with BARDA that releases additional funding for its Phase 2b COVID-19 oral pill vaccine trial, enabling the release of 12-month data from the 400-participant sentinel cohort in the coming weeks and from the 5,085-participant main cohort in the first half of 2027. However, total available funding decreased by approximately $116 million to about $345 million due to a 50% reduction in enrolled participants following a BARDA partial termination in August 2025, reflecting a significant scope reduction.

  • · Funding decrease of ~$116M reflects a ~50% reduction in trial participants due to a BARDA partial termination on August 5, 2025.
  • · Additional $29M released for completion and exploratory analyses to further evaluate safety and efficacy.
  • · 12-month data from the 400-participant sentinel cohort expected in the coming weeks; main cohort data (5,085 participants) expected in the first half of 2027.
  • · Funding received under Project NextGen, led by BARDA and NIAID.

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