US IPO Pipeline SEC S-1 Filings — May 27, 2026

27-05-2026

LiqTech International filed an S-1 registration statement for a public offering of up to $20 million of common stock (or $23 million if the underwriter's over-allotment is exercised in full), with an assumed offering price of $1.80 per share. The company also concurrently plans a private placement to cancel $3.0 million of senior promissory notes in exchange for common stock. Proceeds will be used to repay $3.0 million in senior notes (after cancellation), $1.1 million in OID notes, and for working capital. However, the company recently issued $1.1 million in high-discount (9.09% OID) short-term notes due in two months, indicating ongoing cash needs, and remains a smaller reporting company with limited disclosure requirements.

• · The company is a smaller reporting company and can take advantage of reduced disclosure requirements, including not needing auditor attestation under Section 404(b) of Sarbanes-Oxley.
• · Pre-funded warrants are offered to purchasers who would otherwise exceed 4.99% (or 9.99%) beneficial ownership; each warrant has an exercise price of $0.001 per share.
• · Underwriter warrants have a three-year expiration and an exercise price of 125% of the public offering price.
• · The company's principal executive office is in Ballerup, Denmark, with operations in Denmark, the U.S., and China.
• · The OID Notes have a two-month term and do not bear interest unless unpaid after maturity, then interest accrues at 10% per annum, increasing 1% monthly up to 16%.
• · The company has granted the underwriter a 45-day over-allotment option to purchase up to an additional $3,000,000 of shares (15% of the offering).

27-05-2026

HBT Financial, Inc. filed an S-4 registration statement on May 27, 2026, offering to exchange outstanding Old Notes for New Notes to holders. The filing incorporates by reference HBT's 2025 Annual Report (Form 10-K), its Q1 2026 quarterly report (Form 10-Q), and several current reports on Form 8-K. Risks cited include uncertainties from the acquisition of CNB Bank Shares, Inc., economic conditions, interest rate changes, and competitive pressures from non-bank entities.

• · The exchange offer is registered under the Securities Act; the S-4 was filed on May 27, 2026.
• · HBT incorporates by reference the 2025 Form 10-K (filed March 6, 2026), the Q1 2026 Form 10-Q (filed May 6, 2026), and eight Form 8-Ks filed between January and May 2026.
• · Additional risks highlighted include the ongoing acquisition of CNB Bank Shares, Inc., interest rate volatility, and competition from fintech and private credit firms.

27-05-2026

SoundHound AI, Inc. filed an S-4 registration statement on May 27, 2026, in connection with its acquisition of LivePerson, Inc. through a merger. Under the agreement, LivePerson stockholders will receive shares of SoundHound Class A common stock, with the per-share consideration valued at approximately $3.33 per LivePerson share, representing a 22% premium over LivePerson's 30-day VWAP. The merger consideration is subject to collar adjustments based on SoundHound's stock price (capped at $12.00 and floored at $7.00) and LivePerson's cash balance adjustments, introducing uncertainty for LivePerson stockholders regarding the final value.

• · The merger agreement was entered into on April 21, 2026.
• · LivePerson's board of directors unanimously approved the merger and recommends stockholders vote FOR the proposal.
• · The merger requires approval by a majority of outstanding LivePerson shares entitled to vote; failure to vote counts as a vote AGAINST.
• · The SoundHound Closing Stock Price is the average VWAP over 10 consecutive trading days ending on the third trading day prior to closing, rounded down to the nearest penny.
• · The Aggregate Consideration Amount may be adjusted downward based on LivePerson's cash balance relative to a minimum cash threshold, or upward based on aggregate exercise prices of certain outstanding LivePerson stock options.
• · LivePerson common stock trades under symbol LPSN on Nasdaq; SoundHound common stock trades under symbol SOUN.
• · The special meeting of LivePerson stockholders is scheduled for [•], 2026, with a record date of [•], 2026.
• · Stockholders will also vote on a non-binding compensation advisory proposal and an adjournment proposal, neither of which is a condition to the merger.
• · The filing is preliminary and subject to completion; the registration statement has not yet been declared effective by the SEC.

27-05-2026

urban-gro, Inc. has filed an S-1 Registration Statement on May 27, 2026, following its February 17, 2026 merger with Flash Sports and Media, Inc. The company has effectively pivoted from a controlled environment agriculture services firm (which began winding down in Q3 2025) to a diversified sports, media, and experiential marketing platform focused on cricket. The core operating subsidiary, IPG, holds exclusive commercial and media rights to the Lanka Premier League (LPL), which generated approximately $12.1 million in total revenue for the year ended December 31, 2024. While the LPL has shown consistent audience and sponsorship growth through its first five seasons (2020-2024), the company is registering securities at a point when its legacy CEA business is largely discontinued and the new sports-media business has only operated under the parent company since early 2026.

• · urban-gro effected a 1-for-25 reverse stock split on February 9, 2026.
• · The Merger with Flash Sports and Media closed on February 17, 2026; Flash survived as a wholly owned subsidiary.
• · The company intends to change its name to Flash Sports & Media Holdings, Inc., subject to stockholder approval.
• · IPG holds exclusive rights under a Master Event Rights Agreement with Sri Lanka Cricket dated October 14, 2020.
• · The LPL Season 6 (2025) was staged December 1-23, 2025, across Colombo, Dambulla, and Kandy with 24 matches over 24 days.
• · IPG has branch offices in Sri Lanka, Singapore, India, Malaysia, and Zimbabwe.
• · IPG has produced more than 5,000 hours of live sporting event broadcasts over the past seven years.
• · LPL cumulative sponsorship media valuation across all five seasons (2020-2024) was approximately $510.2 million.
• · The legacy CEA business began winding down in Q3 2025; only a single division (value-added reseller of equipment to CEA sector) remains.