US Material Events SEC 8-K Filings — May 27, 2026

Material Events Monitor

By Gunpowder Editorial ·

50 high priority 50 total filings analysed

Executive Summary

The 50 filings reveal a market bifurcated between capital-intensive growth plays and defensive restructuring. Key themes include a surge in non-dilutive and alternative financing (Apogee, Bit Digital, WhiteFiber), SPAC activity (Translational Development/Oceanhawk), and significant insider/board changes signaling strategic pivots (lululemon, Synopsys, Immunic).

Period-over-period data shows mixed consumer health: Bath & Body Works reported a 3% YoY revenue decline and 280 bps gross margin compression, while Agilent posted 10% revenue growth and 130 bps margin expansion. Capital allocation trends are defensive, with debt refinancings (Molson Coors, Oncor) and ATM offerings (Data Storage, Callan JMB, Minerva) common. Notable M&A includes Veris Residential's $3.5B take-private and BuzzFeed's $120M majority stake sale. Forward-looking statements highlight key catalysts: Immunic's Phase 3 RMS data (YE2026), ProLogium's SPAC merger (H2 2026), and Apogee's milestone-driven $1.3B financing. Insider activity is limited, but board appointments at Synopsys (Elliott partner) and lululemon (activist settlement) signal governance shifts. Overall, the digest points to a market favoring companies with clear catalysts and strong balance sheets, while consumer-facing and early-stage biotech face headwinds.

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 Material Events SEC 8-K Filings digest from May 26, 2026.

Investment Signals (12)

  • Secured up to $1.3B non-dilutive financing from Blackstone, removing equity dilution risk; Phase 2 Part B results positive; cash runway extended through commercialization

  • Q2 FY2026 revenue grew 10% YoY (+6.3% core), non-GAAP EPS up 14% YoY, raised full-year guidance; non-GAAP operating margin expanded 130 bps YoY to 26.4%

  • Q1 2026 sales declined 3% YoY, gross margin compressed 280 bps to 42.6%, Q2 EPS guidance $0.20-0.25 vs $0.37 prior year; CFO stepping down

  • Immunic (BULLISH)

    Appointed ex-Genentech executive Erik Lundgren as CEO (June 1), signaling commercial readiness; pivotal Phase 3 RMS data expected YE2026; pre-revenue with regulatory risk

  • Cooperation agreement with founder Chip Wilson (8.7% holder) adds two new directors; standstill for ~18 months; incoming CEO Heidi O'Neill has clear path; board refresh positive

  • Synopsys (BULLISH)

    Appointed Elliott Management partner Jesse Cohn to board (June 1); cooperation agreement includes standstill; signals potential operational or strategic changes

  • Originated $100M loan facility (expandable to $150M) to WhiteFiber, funded via ETH-backed credit facility; expects spread above staking yields; independent committee approval

  • ProLogium (via TDAC SPAC) (BULLISH)

    Solid-state battery developer merging at $3.8B pre-money; 4th-gen battery zero thermal runaway, 360 Wh/kg; first overseas factory in France; H2 2026 close

  • Completed $3.5B take-private at $19/share by Affinius/Vista Hill; stock ceased trading; no further upside for public holders [NEUTRAL/CLOSED]

  • Byron Allen acquired 51% for $120M ($3/share); funded with $20M cash + $100M note; $12.5M used to pay debt; new strategy in streaming/AI; high leverage risk

  • Q32 Bio (BULLISH)

    Raised $55M in private placement at $8.00/share led by BVF Partners; pre-funded warrants for 150K shares; strengthens balance sheet for pipeline

  • Three governance proposals (board declassification, eliminate supermajority) failed to reach two-thirds majority; board disappointed but committed; shareholder activism risk

Risk Flags (10)

  • Bath & Body Works [HIGH RISK]

    Revenue declining 3% YoY, gross margin down 280 bps, Q2 EPS guidance down 32-46% YoY; CFO departure adds uncertainty

  • Passage BIO [HIGH RISK]

    Terminated two key agreements (Gemma collaboration for HD/TLE, Philadelphia office lease) with $2.3M termination fee; significant strategic shift without new direction

  • Medicus Pharma [HIGH RISK]

    Issued $22.9M secured notes with $834K OID and $30K fees; secured by cash and IP; high-cost debt and potential liquidity strain

  • Artelo Biosciences [MODERATE RISK]

    FINRA arbitration claim from Craft Capital seeking $880K fee plus warrants; ATM for $6.53M; legal overhang and dilution risk

  • Callan JMB [HIGH RISK]

    ATM for up to $5M; disclosed non-compliance with Nasdaq stockholders' equity requirement; plan to regain compliance within 45 days

  • HWH International [HIGH RISK]

    Sold 20M shares + warrants for 160M shares at $0.63; anti-dilution rights and board control to purchaser; massive potential dilution

  • Dermata Therapeutics [MODERATE RISK]

    Issuance and warrant repricing proposals passed with low 'For' votes (315K and 440K) and high abstentions; broker non-votes 1.07M; shareholder skepticism

  • Minerva Neurosciences [MODERATE RISK]

    Extended Phase 3 trial to 52 weeks; topline results not expected until H2 2027; ATM for $75M; long timeline and dilution risk

  • Solo Brands [MODERATE RISK]

    Director elections and incentive plan approval had 655,734 broker non-votes; stock trades on OTCQB; governance concerns

  • Net asset value per share declined 0.7% QoQ to $18.52; net investment income $0.45 vs distribution $0.39; coverage ratio 1.15x, but NAV erosion trend

Opportunities (10)

  • Apogee Therapeutics (OPPORTUNITY)

    Non-dilutive $1.3B Blackstone deal removes financing overhang; Phase 2 data positive; milestones trigger additional funding; potential for significant upside on Phase 3 success

  • Agilent Technologies (OPPORTUNITY)

    Strong Q2 beat and raise; core growth 6.3%, margin expansion 130 bps; raised FY guidance; ACG segment lagging (2% core) may improve; attractive valuation relative to growth

  • Immunic (OPPORTUNITY)

    New CEO with MS commercial expertise from Genentech (Ocrevus); Phase 3 RMS data catalyst YE2026; pre-revenue but late-stage; risk/reward favorable if data positive

  • ProLogium (TDAC) (OPPORTUNITY)

    Solid-state battery leader with 1,100+ patents; zero thermal runaway; $3.8B valuation; SPAC merger H2 2026; potential to disrupt EV battery market

  • $100M loan facility to WhiteFiber (majority-owned) funded via ETH credit facility; retains ETH upside while earning spread; AI/HPC infrastructure growth

  • lululemon athletica (OPPORTUNITY)

    Activist settlement adds two strong directors; standstill provides stability; new CEO Heidi O'Neill; potential operational improvements; current valuation may not reflect turnaround

  • Synopsys (OPPORTUNITY)

    Elliott partner on board signals potential value creation; strong EDA market position; cooperation agreement may lead to strategic initiatives; watch for cost or capital allocation changes

  • Q32 Bio (OPPORTUNITY)

    $55M PIPE at $8.00 from top healthcare investors (BVF, RA Capital, OrbiMed, Atlas); strong insider validation; funds pipeline; current price near offering price

  • First Real Estate Investment Trust of NJ (OPPORTUNITY)

    Selling Westwood Plaza for $28.8M; no financing contingency; closing by Aug 2027; proceeds could be used for distributions or reinvestment

  • Arq, Inc. (OPPORTUNITY)

    New CFO with inducement awards (250K RSAs + 150K PSUs) tied to stock price milestones ($8, $10, $15); alignment with shareholders; potential for operational improvement

Sector Themes (6)

  • Biotech Financing Shift

    Multiple biotechs (Apogee, Q32 Bio, Artelo, Minerva) using non-dilutive or structured financing (royalties, PIPE, ATM) to extend runway; Apogee's $1.3B Blackstone deal is the largest, signaling investor appetite for milestone-based structures.

  • Consumer Discretionary Weakness

    Bath & Body Works (-3% sales, -280 bps margin) and Sleep Number (failed governance votes) indicate pressure; Honest Company's director Alba received 55.5% withheld votes, reflecting shareholder discontent.

  • SPAC and M&A Resurgence

    Two SPAC-related filings (Translational Development/Oceanhawk) and two take-privates (Veris Residential $3.5B, BuzzFeed $120M) suggest increased activity; ProLogium's $3.8B merger highlights SPAC as a route for capital-intensive tech.

  • Debt Refinancing and Capital Raising

    Molson Coors ($1.5B notes), Oncor ($850M notes), and Bain Capital Private Credit ($50M commitment) show active debt markets; ATM offerings (Data Storage, Callan JMB, Minerva) indicate equity dilution risk for smaller caps.

  • Governance and Activism

    lululemon (Chip Wilson settlement), Synopsys (Elliott board seat), and Sleep Number (failed governance votes) highlight shareholder activism; board changes at Tredegar, Primis, and Integral Technologies reflect ongoing refreshment.

  • AI and Infrastructure Investment

    Bit Digital/WhiteFiber's $100M facility for AI/HPC data centers and BuzzFeed's pivot to AI-powered media underscore capital flows into AI infrastructure; WhiteFiber also advancing non-dilutive financing for NC-1 facility.

Watch List (8)

  • Phase 3 enrollment completion triggers $100M tranche from Blackstone; watch for enrollment updates and milestone progress [Ongoing]

  • 👁

    Phase 3 RMS data readout expected YE2026; new CEO starts June 1; key catalyst for stock [YE 2026]

  • ProLogium/TDAC
    👁

    SPAC merger expected to close H2 2026; shareholder vote and regulatory approvals; stock to list as PRLG [H2 2026]

  • Q2 2026 earnings (guidance $0.20-0.25 EPS); interim CFO transition; watch for further guidance changes or strategic updates [Aug 2026]

  • Board may resubmit governance proposals; monitor shareholder response and potential activist involvement [Next AGM]

  • FINRA arbitration outcome; potential $880K liability; ATM sales may pressure stock [Ongoing]

  • Must submit plan to regain Nasdaq compliance within 45 days (by ~July 10, 2026); risk of delisting [45 days from May 26]

  • Permanent financing for NC-1 facility; expanded RBC credit facility; progress on data center buildout [Ongoing]

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

27-05-2026

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

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

27-05-2026

Solo Brands, Inc. held its 2026 Annual Meeting on May 22, 2026, where stockholders approved the Amended and Restated 2021 Incentive Award Plan, increasing the number of shares authorized for issuance. Two Class II directors, Paul Furer and Peter Laurinaitis, were elected to serve until 2029. The ratification of BDO USA, P.C. as independent auditor for 2026 was also approved. However, the director elections and the incentive plan approval each had significant broker non-votes of 655,734 shares, indicating notable shareholder abstention.

  • · The company's Class A common stock trades on the OTCQB Venture Market under the symbol SBDS.
  • · Solo Brands is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.
  • · Proposal 4 (adjournment) was approved but not needed because Proposal 3 (Incentive Plan) passed.
  • · The Incentive Plan description is incorporated by reference from the definitive proxy statement filed on April 10, 2026.
  • · The full text of the Incentive Plan is filed as Exhibit 10.1 to this 8-K.
Lumen Technologies, Inc. 8-K neutral materiality 4/10

27-05-2026

Lumen Technologies, Inc. filed a Composite Articles of Incorporation amendment effective May 26, 2026, detailing the authorized capital structure of 2.202 billion shares, including 2.2 billion common shares and 2 million preferred shares (with $25 par value). The filing also specifies the terms of the 5% Cumulative Convertible Series L Preferred Stock (325,000 shares), which carries a $1.25 annual cumulative dividend, conversion price of $41.25 per common share, and one vote per share, ranking senior to common stock. Sentiment is neutral as this is a routine governance filing, though the specific capital structure details and conversion terms are notable for current and potential investors.

  • · The authorized total capital stock is 2,202,000,000 shares (2.2B common + 2M preferred)
  • · Series L Preferred Stock has a conversion price of $41.25 per common share (subject to anti-dilution adjustments with a 5% minimum threshold)
  • · Series L Preferred Stock ranks senior to Common Stock and junior to Senior Securities with respect to dividends and liquidation
  • · Dividends on Series L are cumulative, payable quarterly on March 31, June 30, September 30, December 31, with a 5% annual rate on $25 par ($1.25/year)
  • · Series L carries one vote per share, voting together with common stock as a single class on most matters
Data Storage Corp 8-K neutral materiality 5/10

27-05-2026

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

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

27-05-2026

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

  • · The new commitment was made under Section 2.1(e) of the credit agreement dated November 29, 2023.
  • · Goldman Sachs Bank USA acted as both administrative agent and lender for the new commitment.
  • · The effective date of the new commitment is May 21, 2026.
  • · Conditions precedent include satisfaction of standard credit agreement conditions, delivery of legal opinions, and no existing default.
  • · The agreement is governed by New York law.
INTERNET SCIENCES INC. 8-K neutral materiality 3/10

27-05-2026

On May 18, 2026, Director Debra Bigman informed Internet Sciences Inc. that she will not stand for re-election at the 2026 Annual Meeting of Shareholders, with her term expiring at that meeting. The departure is not due to any disagreement with the company regarding operations, policies, or practices. No financial impact or other material changes were disclosed.

  • · Debra Bigman's current term expires at the 2026 Annual Meeting of Shareholders.
  • · The filing was signed by CEO Lynda Chervil on May 26, 2026.
  • · Internet Sciences Inc. is an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.
CALLAN JMB INC. 8-K negative materiality 6/10

27-05-2026

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

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

27-05-2026

Immunic appointed Erik Lundgren as CEO effective June 1, 2026, succeeding Daniel Vitt who remains on the Board and retains scientific strategy responsibilities. Lundgren brings deep MS commercial expertise from Genentech/Roche, including helping launch Ocrevus, to lead Immunic toward commercialization of vidofludimus calcium. The company is preparing for a pivotal Phase 3 RMS data readout by year-end 2026 and potential NDA filing, but remains a pre-revenue late-stage biotech with inherent regulatory and financial risks.

  • · Erik Lundgren holds a BA from Duke University and an MBA from Harvard Business School.
  • · He most recently served as SVP Commercial Portfolio Organization at Genentech, overseeing all therapeutic area commercial strategies.
  • · He previously served as General Manager of Roche Czech Republic and Lifecycle Leader for Huntington's disease at Roche.
  • · Lundgren's initial equity option is for 1,000,000 shares under the 2026 Inducement Equity Compensation Plan, vesting 25% on the one-year anniversary of May 22, 2026 and the remainder monthly over 36 months.
  • · The company's pipeline also includes IMU-856 and IMU-381 for neurodegenerative, chronic inflammatory, and autoimmune diseases.
  • · The filing includes forward-looking statement cautionary language referencing risk factors in the 2025 10-K filed February 26, 2026.
Bath & Body Works, Inc. 8-K mixed materiality 8/10

27-05-2026

Bath & Body Works reported Q1 2026 net sales of $1,378M, down 3% YoY, but exceeded guidance with adjusted EPS of $0.32. However, the company reaffirmed full-year 2026 guidance of net sales declining 4.5% to 2.5%, and Q2 2026 adjusted EPS is forecasted at $0.20-$0.25, down from $0.37 in Q2 2025. CFO Eva Boratto will step down on June 12, with Tom Javitch appointed interim CFO.

  • · Q1 2026 gross profit was $587M, down from $646M in Q1 2025, with gross margin declining from 45.4% to 42.6%.
  • · Q1 2026 general, administrative and store operating expenses decreased to $356M from $437M in Q1 2025, a decline of 18.5%.
  • · Interest expense was $69M in Q1 2026, slightly down from $71M in Q1 2025.
  • · The company repurchased no shares in Q1 2026, compared to $136M in share repurchases in Q1 2025.
  • · Dividends paid were $40M in Q1 2026, down from $43M in Q1 2025.
  • · Capital expenditures were $49M in Q1 2026, up from $37M in Q1 2025.
  • · Inventories decreased to $782M as of May 2, 2026, from $869M a year earlier, a decline of 10.0%.
  • · Total equity deficit improved to $(1,131)M from $(1,450)M a year earlier.
  • · The company opened 13 company-operated stores and closed 17 in Q1 2026, net decrease of 4 stores.
  • · International partner-operated stores increased by 6 net (8 opened, 2 closed) in Q1 2026.
  • · Full-year 2026 forecasted net cash provided by operating activities is $870M, with forecasted capital expenditures of $270M.
  • · No share repurchases or tariff refunds are assumed in the 2026 outlook.
Translational Development Acquisition Corp. 8-K mixed materiality 9/10

27-05-2026

ProLogium, a solid-state battery developer, announced a definitive agreement to merge with SPAC Translational Development Acquisition Corp. (TDAC) at a pre-money valuation of approximately $3.8 billion. The transaction is expected to close in H2 2026, with the combined company listing on Nasdaq under ticker 'PRLG'. ProLogium has shipped over 2.4 million battery cells since 2013 and holds 1,100+ patents, but the merger is subject to shareholder and regulatory approvals, and the company faces risks including potential delays and market competition.

  • · ProLogium commercialized solid-state batteries in 2013 and delivered the world's first solid-state battery demo car with ENOVATE Motor in 2019.
  • · The 4th-generation battery features zero thermal runaway risk, 360 Wh/kg energy density (confirmed by TÜV Rheinland), and UL Solutions ARC testing verified no thermal runaway under HWS method.
  • · ProLogium's first overseas GWh-class facility in Dunkirk, France, completed environmental assessment and building permit by end of 2024; construction expected in 2026, ramp-up Q4 2028–Q1 2029, mass production Q2 2029.
  • · ProLogium received the 2026 Edison Awards Gold Award for its superfluidized all-inorganic solid-state battery technology.
  • · The transaction is subject to approval by shareholders of both ProLogium and TDAC, regulatory approvals, and other customary closing conditions.
  • · ProLogium is expanding into AI data centers, aerospace, robotics, and defense markets in addition to EVs.
ONCOR ELECTRIC DELIVERY CO LLC 8-K neutral materiality 7/10

27-05-2026

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

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

27-05-2026

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

  • · The loan repayment is primarily from company projects or 33% of financing proceeds; the borrower is not liable to repay from other sources except after the 5-year term.
  • · Interest is paid in advance for 24 months upon each drawdown and deducted from the drawdown amount.
  • · The warrant exercise price is $1.00 per share, with a 4.99% beneficial ownership limitation.
  • · If stockholder approval is required for the warrant, it must be obtained within six months of closing.
  • · The borrower's authorized capital includes 495,000,000 common shares and 5,000,000 preferred shares (none issued).
  • · The agreement amends and restates a prior facility agreement dated October 1, 2024.
Q32 Bio Inc. 8-K positive materiality 8/10

27-05-2026

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

  • · The private placement is being led by BVF Partners L.P., with participation from RA Capital Management, OrbiMed, and Atlas Venture.
  • · Morgan Stanley acted as lead placement agent and Oppenheimer & Co. acted as a placement agent.
  • · Q32 Bio has agreed to file a registration statement with the SEC registering the resale of the shares and the shares issuable upon exercise of the pre-funded warrants.
  • · The company is advancing bempikibart (ADX-914), a fully human anti-IL-7Rα antibody, for the treatment of alopecia areata in an ongoing Phase 2 program.
  • · Approximately 700,000 people in the United States live with alopecia areata.
GERON CORP 8-K positive materiality 6/10

27-05-2026

Geron Corporation held its 2026 Annual Meeting on May 20, 2026, where stockholders approved an amendment to the 2018 Equity Incentive Plan to increase authorized shares by 4,500,000, elected three Class III directors, and approved advisory say-on-pay and ratification of Ernst & Young as auditor. All proposals passed with strong support, though broker non-votes were significant on most items.

  • · The 2026 Annual Meeting was held virtually on May 20, 2026, with a record date of March 26, 2026.
  • · All three Class III director nominees were elected with overwhelming support: Molineaux (90.3% For), Andrews (98.5% For), Chinoporos (98.4% For).
  • · Proposal 2 (Equity Plan amendment) passed with 370,294,696 For vs. 21,853,005 Against (94.4% approval of votes cast).
  • · Proposal 3 (say-on-pay) passed with 372,129,132 For vs. 19,673,460 Against (95.0% approval of votes cast).
  • · Proposal 4 (auditor ratification) passed with 486,459,028 For vs. 9,474,870 Against (98.1% approval of votes cast).
  • · Broker non-votes were 104,595,534 on Proposals 1, 2, and 3, but not applicable on Proposal 4.
Oceanhawk Acquisition Corp. 8-K positive materiality 8/10

27-05-2026

Oceanhawk Acquisition Corp. (OHAC) announced the pricing of its upsized initial public offering of 16,000,000 units at $10.00 per unit, raising $160,000,000. The units will trade on Nasdaq under ticker 'OHACU' starting May 21, 2026. The offering is expected to close on May 22, 2026, with an over-allotment option for up to 2,400,000 additional units.

  • · The Company is a blank check company focused on high-potential businesses globally, leveraging the Oceanhawk platform.
  • · CEO Ernest Miller has over 25 years of experience in the commodity-driven energy sector.
  • · The offering is made only by means of a prospectus, copies available from The Benchmark Company or SEC website.
Minerva Neurosciences, Inc. 8-K mixed materiality 7/10

27-05-2026

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

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

27-05-2026

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

  • · The Gemma Collaboration Agreement was originally dated July 31, 2024.
  • · The Huntington's disease program was active; the Temporal Lobe Epilepsy program was already paused.
  • · The 2005 Market Street lease commenced in February 2021 and was set to expire in December 2031.
  • · The company had subleased substantially all of the office space under two sublease agreements in August and September 2023.
  • · Passage Bio is a remote-only company and does not maintain a headquarters.
PERDOCEO EDUCATION Corp 8-K neutral materiality 3/10

27-05-2026

At its annual meeting on May 21, 2026, Perdoceo Education Corporation stockholders approved the 2026 Long-Term Incentive Plan (authorizing 4,500,000 new shares plus certain shares from the 2016 Plan). The Compensation Committee also approved new award agreements (restricted stock units, performance share units, and non-employee director RSUs). Directors were elected and executive compensation was approved on a nonbinding advisory basis; Grant Thornton LLP was ratified as independent auditor for FY 2026. The filing reflects routine governance actions and no material negative or flat financial metrics were reported.

  • · All nine director nominees were elected with votes-for ranging from ~51.4M to ~54.0M, against from ~206K to ~2.8M.
  • · Stockholders approved executive compensation on a nonbinding advisory basis with 53,091,201 votes for, 1,058,312 against.
  • · Ratification of Grant Thornton LLP as auditor for FY 2026 was approved with 57,810,135 votes for, 671,429 against.
  • · Broker non-votes totaled 4,273,446 on each of the three non-routine proposals (directors, 2026 Plan, say-on-pay).
AGILENT TECHNOLOGIES, INC. 8-K mixed materiality 8/10

27-05-2026

Agilent reported strong Q2 FY2026 results with revenue of $1.83B (+10% reported, +6.3% core YoY) and non-GAAP EPS of $1.49 (+14% YoY). GAAP net income surged 58% to $339M from $215M a year ago. The company raised its full-year FY2026 guidance for revenue, margin expansion, and non-GAAP EPS. However, the Agilent CrossLab Group (ACG) segment showed only modest 2% core growth YoY, underperforming other segments.

  • · Q2 FY2026 GAAP operating margin was 21.7%; non-GAAP operating margin was 26.4% (expanded 130 bps YoY, 180 bps sequentially).
  • · FY2026 non-GAAP operating margin expansion guidance raised by 10 bps to 85 bps at midpoint of core revenue growth.
  • · Q3 FY2026 revenue guidance: $1.83B to $1.85B (5.0%-6.5% reported, 4.4%-5.9% core).
  • · Cash and cash equivalents at April 30, 2026: $1.807B vs. $1.789B at Oct 31, 2025.
  • · Six-month operating cash flow declined to $545M from $652M in prior year period, a 16.4% decrease.
  • · Share repurchases of $217M in H1 FY2026 vs $255M in H1 FY2025, and dividends of $144M vs $141M.
  • · ACG segment operating margin was 32.0%, LDG 22.0%, AMG 23.3%.
  • · The company's total assets grew to $13.065B from $12.727B at year-end FY2025.
  • · Board meeting outcome: included under Item 5.02 (Officer Change) - not detailed in press release, but event triggered by the filing structure.
Aptevo Therapeutics Inc. 8-K positive materiality 8/10

27-05-2026

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

  • · The collaboration is structured as a 50/50 strategic collaboration to develop up to three radiopharmaceutical programs.
  • · Niowave's initial ownership of 7.9% is based on Aptevo's shares outstanding as of May 13, 2026, with no exercise of warrants at closing.
  • · The initial target for the collaboration is Nectin-4, a clinically validated cancer target expressed on the surface of cancer cells.
  • · Niowave will provide radioisotopes including Actinium-225 and additional radioisotopes, along with manufacturing and supply capabilities.
  • · The companies have designed and are ready to initiate the first stage of the collaboration.
  • · The press release notes that radiopharmaceutical therapies have seen multi-billion-dollar transactions by large pharma companies such as Novartis, Bristol Myers Squibb, Eli Lilly, and AstraZeneca.
Arbutus Biopharma Corp 8-K positive materiality 5/10

27-05-2026

Arbutus Biopharma held its 2026 Annual General and Special Meeting on May 26, 2026, where shareholders approved the adoption of the 2026 Omnibus Share and Incentive Plan, authorizing 16,300,000 common shares for issuance. All five director nominees were elected, and the appointment of Ernst & Young LLP as independent auditor for fiscal 2026 was ratified. Non-binding advisory votes on executive compensation also passed with strong support.

  • · Shareholder votes for director nominees ranged from 126,670,273 (Matthew Gline) to 139,299,405 (Roger Sawhney, MD).
  • · The 2026 Plan received 138,877,189 votes for, 7,408,185 against, and 188,253 abstentions.
  • · Advisory vote on executive compensation: 137,629,207 for, 8,331,760 against, 512,660 abstentions.
  • · Ratification of Ernst & Young LLP: 164,372,596 for, 2,123,916 against, 2,806,946 abstentions.
  • · Broker non-votes were 22,829,831 for proposals 1-3; none for proposal 4.
Sleep Number Corp 8-K mixed materiality 6/10

27-05-2026

Sleep Number Corp held its 2026 Annual Meeting on May 21, 2026, with 77.96% of outstanding shares represented. Shareholders approved the election of three directors (Phillip M. Eyler, Julie M. Howard, Angel L. Mendez), ratification of Deloitte & Touche as auditor, advisory approval of executive compensation, and an amendment to the 2020 Equity Incentive Plan to add 750,000 shares. However, three governance proposals—declassification of the Board and elimination of two supermajority voting requirements—failed to achieve the required two-thirds affirmative vote, and the Board expressed disappointment and commitment to pursue them further.

  • · Proposal 2 (declassify Board) received 12,107,725 For votes but failed to reach two-thirds of outstanding shares.
  • · Proposal 3 (eliminate supermajority for Directors) received 11,752,446 For votes but failed.
  • · Proposal 4 (eliminate supermajority for certain transactions) received 11,750,016 For votes but failed.
  • · Proposal 7 (equity plan amendment) passed with 8,578,821 For votes, but 3,624,947 Against and 268,228 Abstain.
  • · Advisory vote on executive compensation (Proposal 6) passed with 10,510,518 For, 704,349 Against, 1,257,129 Abstain.
  • · Ratification of Deloitte & Touche (Proposal 5) passed overwhelmingly with 17,716,467 For, 242,738 Against, 5,459 Abstain.
F&M BANK CORP 8-K neutral materiality 3/10

27-05-2026

F&M Bank Corp. filed an 8-K on May 27, 2026, reporting that its Board of Directors approved an amendment to the 2020 Stock Incentive Plan on May 21, 2026. The amendment adds a 'Retirement' definition (age 65 and five years of service), grants the Compensation Committee discretion to accelerate vesting upon Retirement, and updates the clawback provision to comply with legal and regulatory requirements. No financial figures or performance metrics were disclosed in this filing.

  • · The amendment was approved by the Board of Directors on May 21, 2026.
  • · The Retirement definition requires age 65 and at least five consecutive years of employment or service.
  • · The Compensation Committee has discretionary authority to accelerate vesting of unvested awards upon Retirement.
  • · The clawback provision was updated to align with any applicable law, regulation, or stock exchange listing requirement.
  • · The full text of the amendment is filed as Exhibit 10.1.
MOLSON COORS BEVERAGE CO 8-K neutral materiality 7/10

27-05-2026

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

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

27-05-2026

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

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

27-05-2026

lululemon entered into a cooperation agreement with founder Chip Wilson (who owns ~8.7% of outstanding stock), appointing Laura Gentile (former ESPN CMO) and Marc Maurer (former Co-CEO of On) to its Board of Directors after the 2026 Annual Meeting. The agreement includes a standstill and voting provisions for ~18 months, and the company will add a third new director with apparel expertise by October 1, 2026. The settlement resolves activist pressure and provides a clear path for incoming CEO Heidi O’Neill, but no specific financial or operational performance metrics were disclosed in this filing.

  • · Chip Wilson agreed to customary standstill, non-disparagement, voting, and related provisions for approximately 18 months until 30 days prior to the nomination deadline for the 2028 annual meeting.
  • · In lieu of expense reimbursement, lululemon and Wilson agreed to a donation supporting athletics, art, and landscaping at Kitsilano Beach in Vancouver, where lululemon was founded.
  • · Laura Gentile founded espnW, ESPN's platform dedicated to women in sports, and co-founded Storied Sports LLC after leaving ESPN.
  • · Marc Maurer played a central part in On's growth from an emerging performance footwear brand into a globally recognized premium company with a strong DTC and wholesale presence, and helped complete On's public listing.
  • · The full cooperation agreement will be filed on a Form 8-K with the SEC.
SONIM TECHNOLOGIES INC 8-K neutral materiality 6/10

27-05-2026

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

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

27-05-2026

Radian Group Inc. stockholders approved the 2026 Equity Compensation Plan on May 21, 2026, and the Compensation Committee granted annual long-term incentive awards (2026 LTI Awards) to named executive officers, comprising performance-based BV RSUs and time-based RSUs. The company also approved new executive severance agreements for several officers, with modified definitions of 'Good Reason' and equity vesting provisions, while noting the retirement of Senior EVP Eric Ray. No financial performance metrics were disclosed in this filing.

  • · The 2026 Equity Compensation Plan was approved by stockholders on May 21, 2026.
  • · BV RSUs vest on May 25, 2029, with performance measured by cumulative growth in LTI Book Value per Share over a three-year period, adjusted by a Relative TSR Modifier.
  • · Maximum BV RSU payout is 200% of target; threshold performance (≤20% growth) yields 0% payout.
  • · Relative TSR Modifier can increase payout by +25% (≥90th percentile) or decrease by -25% (≤10th percentile), but if Company Absolute TSR is negative, modifier cannot exceed 'no modifier'.
  • · Time-Based RSUs vest in three equal annual installments on May 25, 2027, 2028, and 2029.
  • · New executive severance agreements were approved for Ms. Bartholomew and Messrs. Keleher, Kobell, and Watson; amended agreements for Ms. Dickerson and Messrs. Hoffman and Quigley.
  • · Eric Ray (Chief Digital Officer) previously announced his intention to retire.
  • · A new CEO will be appointed effective August 13, 2026; the current CEO is subject to an employment agreement.
BuzzFeed, Inc. 8-K mixed materiality 9/10

27-05-2026

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

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

27-05-2026

Alnylam Pharmaceuticals announced the election of Benjamin F. Cravatt, Ph.D. to its Board of Directors, effective June 1, 2026, expanding the board from ten to eleven members. Dr. Cravatt will serve as a Class III director until the 2028 annual meeting and will receive an annual cash retainer of $75,000 plus an initial stock option grant valued at $600,000. Separately, at the Annual Meeting held on May 20, 2026, all three Class I director nominees were re-elected, with Elliott Sigal, M.D., Ph.D. receiving the lowest support (107,495,421 votes for, 12,844,836 against), and the advisory vote on executive compensation passed with 111,772,389 votes for and 8,552,534 against.

  • · Dr. Cravatt will serve on the Board's Science and Technology Committee.
  • · The initial stock option vests one-third on each of the first, second, and third anniversaries of the grant date.
  • · Annual equity awards for non-employee directors consist of $200,000 in RSUs and a $200,000 stock option, each vesting fully on the one-year anniversary.
  • · Elliott Sigal received 12,844,836 votes against, the highest opposition among the three Class I nominees.
  • · The ratification of PricewaterhouseCoopers LLP as independent auditors passed with 119,847,735 votes for and 5,937,274 against.
  • · There were 5,450,286 broker non-votes on the director elections and the advisory vote on executive compensation.
UNITIL CORP 8-K neutral materiality 5/10

27-05-2026

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

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

27-05-2026

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

  • · The ATM agreement was entered into on May 26, 2026, and the related shelf registration statement (Form S-3, File No. 333-295537) was declared effective by the SEC on May 19, 2026.
  • · The Sales Agent (H.C. Wainwright) may sell shares by any method permitted under Rule 415, including direct sales on Nasdaq or through a market maker.
  • · The Company may instruct the Sales Agent not to sell shares if the price is below a designated threshold.
  • · The Company may terminate the Sales Agreement at any time upon 10 business days' prior written notice; the Sales Agent may terminate upon prior written notice.
  • · The arbitration claim by Craft Capital Management was filed on April 7, 2026, and alleges breach of a right of first refusal provision in an engagement letter dated March 16, 2026, which was terminated on March 27, 2026.
  • · Craft is also seeking monthly late fees, reasonable attorneys' fees, interest, and other appropriate relief.
LAUREATE EDUCATION, INC. 8-K positive materiality 5/10

27-05-2026

Laureate Education held its 2026 Annual Meeting on May 21, 2026, where stockholders approved the 2026 Long-Term Incentive Plan and elected nine directors. All proposals passed with strong support, including the advisory vote on executive compensation (94.7% FOR) and ratification of PricewaterhouseCoopers as auditor (98.9% FOR).

  • · Andrew B. Cohen received 103,689,693 FOR votes and 27,148,347 WITHHELD, with 2,569,173 broker non-votes.
  • · Ian K. Snow received 98,386,712 FOR and 32,451,328 WITHHELD, the lowest FOR count among nominees.
  • · Proposal 2 (executive compensation) had 123,923,828 FOR, 5,954,593 AGAINST, 959,619 ABSTAIN, and 2,569,173 broker non-votes.
  • · Proposal 4 (incentive plan) had 122,859,974 FOR, 7,052,457 AGAINST, 925,609 ABSTAIN, and 2,569,173 broker non-votes.
Zurn Elkay Water Solutions Corp 8-K positive materiality 6/10

27-05-2026

Zurn Elkay Water Solutions announced the promotion of Dave Pauli to COO and Dan Klun to CFO, effective immediately. The company noted its second-quarter results are tracking in line with expectations, with one month remaining in the quarter. The promotions are part of a broader organizational structure aimed at driving growth and operational excellence, with President Jeff Schoon continuing to focus on strategic initiatives.

  • · Dave Pauli joined Zurn Elkay in 2012 as Assistant Corporate Controller, later served as CFO in 2024.
  • · Dan Klun joined the company in 2005 and most recently served as Vice President – Finance since 2017.
  • · Jeff Schoon joined the company in 2010 and will continue to report to the CEO.
  • · The company has more than doubled sales over the past five years while achieving record levels of profitability and cash flow.
  • · Second-quarter results are tracking in line with expectations, with one month left in the quarter; full results and second-half outlook will be discussed in late July.
TREDEGAR CORP 8-K neutral materiality 3/10

27-05-2026

Tredegar Corporation announced the resignation of directors George C. Freeman, III and Carl E. Tack, III, effective May 22, 2026, and the election of Joseph Haniford as an independent director. The departures are part of a board transition, with no financial or operational impact disclosed. The company did not report any changes in financial performance or guidance.

  • · George C. Freeman, III served as director since 2011; Carl E. Tack, III served since 2014.
  • · Joseph Haniford previously served as COO and Senior VP at Carpenter Technology Corporation (July 2015 to September 2023) and as Chairperson of River Valley Health since July 2023.
  • · Tredegar operates approximately 1,600 employees with manufacturing facilities in North America and Asia.
Fortress Value Acquisition Corp. V 8-K neutral materiality 3/10

27-05-2026

Fortress Value Acquisition Corp. V appointed Karen Park as a director, effective May 27, 2026, and she will also serve on the Audit and Compensation Committees. Ms. Park will receive 30,000 founder shares from the sponsor. No financial results or period comparisons are provided.

  • · Karen Park is a partner at Zukerman Gore Brandeis & Crossman, LLP, with over 16 years of finance and investments experience.
  • · She holds a B.A. from University of Waterloo, J.D. from University of Toronto, and M.B.A. from Columbia Business School.
  • · The Audit Committee and Compensation Committee each now consist of Tripp Jones and Karen Park.
  • · Ms. Park entered into an indemnification agreement and a joinder to the letter agreement and registration rights agreement dated February 25, 2026.
Solventum Corp 8-K mixed materiality 5/10

27-05-2026

Solventum Corp adopted a new Executive Severance Plan on May 21, 2026, effective June 1, 2026, replacing the prior plan from April 2024. The plan provides enhanced severance benefits for certain executives, including up to 24 months of base salary for the CEO and 12 months for direct reports, with a lump-sum COBRA payment. However, the plan also introduces forfeiture provisions for certain post-effective date equity awards and limits vesting on pre-effective date awards, reflecting a mixed approach to executive compensation.

  • · The Severance Plan is effective June 1, 2026.
  • · Eligible participants include executive officers and certain employees; severance requires involuntary termination (not for misconduct) or voluntary termination for good reason, plus execution of a release of claims.
  • · Cash severance ranges from 9 months to up to 24 months of continued base salary.
  • · The plan includes continued eligibility for incentive compensation, a lump-sum payment for medical/dental COBRA coverage, and specified treatment of equity awards.
  • · Currently serving executive officers eligible for 18 months of base salary retain that amount for a two-year period.
  • · The plan includes forfeiture of certain post-effective date equity awards and limited vesting for pre-effective date awards.
  • · Grandfathered rights under the Prior Plan or pre-effective date grants continue under their existing terms.
  • · The plan includes compliance provisions for Sections 280G and 409A of the Internal Revenue Code.
Honest Company, Inc. 8-K neutral materiality 5/10

27-05-2026

The Honest Company, Inc. (HNST) announced the promotion of Curtiss Bruce to Chief Financial & Operating Officer, effective May 21, 2026, adding principal operating officer responsibilities to his existing CFO role. He received a long-term incentive award of approximately $200,000 in time-vesting RSUs. Separately, at the 2026 annual meeting held on May 21, 2026, stockholders elected three Class II directors (Jessica Alba, Alissa Hsu Lynch, Andrea A. Turner) and ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026. Notably, Jessica Alba received a significant number of withheld votes (21,791,263) compared to the other nominees, indicating mixed shareholder support.

  • · Curtiss Bruce's promotion was effective May 21, 2026; he previously served as CFO since June 2025.
  • · The RSU award vests 25% on May 19, 2027, and 1/12th of the remaining on each of the next 12 quarterly vesting dates.
  • · Jessica Alba received 21,791,263 withheld votes (55.5% of votes cast), significantly more than the other director nominees.
  • · Alissa Hsu Lynch received 5,819,114 withheld votes; Andrea A. Turner received 1,338,601 withheld votes.
  • · Ratification of PwC passed with 71,155,449 votes for, 299,331 against, and 537,968 abstentions.
  • · The company is an emerging growth company and has elected not to use the extended transition period for new financial accounting standards.
INTEGRAL TECHNOLOGIES INC 8-K neutral materiality 3/10

27-05-2026

Integral Technologies Inc. appointed Michael Pruitt as a director on May 20, 2026. Mr. Pruitt brings extensive public company leadership experience, including current roles as CEO of Forward Industries and Chairman/CEO of Amergent Hospitality Group. He has not been assigned to any board committees.

  • · Michael Pruitt, age 66, was appointed to the Board on May 20, 2026.
  • · He previously served on the Board from January 28, 2025 to May 16, 2025 and was reappointed in September 2025.
  • · Mr. Pruitt has not been appointed to any Board committees.
  • · There is no arrangement or understanding with any other person regarding his selection as director.
  • · He is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Medicus Pharma Ltd. 8-K negative materiality 8/10

27-05-2026

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

  • · The A-1 Note carries an Original Issue Discount of $834,225 and a $30,000 Transaction Expense Amount, both included in its principal balance.
  • · The B Note is fully secured by cash in a Deposit Account via a DACA, and the Company granted a first-position security interest in that account.
  • · Additional collateral includes a Guaranty from four subsidiaries (SkinJect, Medicus Pharma Inc., Antev, MDCX Holdings), an Intellectual Property Security Agreement from Antev, and Security Agreements from Antev and the Company.
  • · The B Note can be exchanged into A Notes (at Company's option) if the aggregate outstanding balance of A Notes is reduced by $2,000,000, on a 2-to-1 formula ($2M reduction in A Notes allows $1M exchange of B Note), subject to compliance with Section 4(xi).
  • · The issuance is made under Section 4(a)(2) of the Securities Act, Rule 506, and Section 2.3 of OSC Rule 72-503 (Canada) — a hybrid US/Canadian private placement.
  • · Company represents it is a 'reporting issuer' under Canadian Securities Laws and not in default in any Canadian province/territory.
  • · Company acknowledges it is not a 'Shell Company' and has not conducted undisclosed financing transactions requiring SEC disclosure.
Arq, Inc. 8-K neutral materiality 6/10

27-05-2026

Arq, Inc. appointed Shimon Steinmetz as Executive Vice President and CFO, effective May 27, 2026, and granted him inducement equity awards of 250,000 RSAs and 150,000 PSUs. Concurrently, Chief Accounting Officer Stacia Hansen resigned effective June 12, 2026, with no disagreement cited. The CFO appointment is part of a broader organizational restructuring to strengthen financial leadership and operational efficiency.

  • · PSU vesting milestones: 30-day VWAP of $8.00, $10.00, and $15.00, each tranche of 50,000 PSUs, subject to continued employment and prior to third anniversary of grant date.
  • · Inducement equity awards approved under Nasdaq Listing Rule 5635(c)(4).
  • · Stacia Hansen's resignation effective June 12, 2026, with no disagreement on operations, policies, practices, or financial reporting.
  • · Shimon Steinmetz holds an MBA from the University of Chicago Booth School of Business.
Veris Residential, L.P. 8-K neutral materiality 9/10

27-05-2026

Veris Residential, Inc. announced the completion of its $3.5 billion acquisition by an investor consortium led by Affinius Capital and Vista Hill Partners. Shareholders received $19.00 per share in cash, and the company's common stock has ceased trading on the NYSE.

  • · Affinius Capital has $61 billion in assets under management.
  • · Affinius Capital's portfolio includes over $14 billion in U.S. multifamily acquisitions and developments representing approximately 35,000 units.
  • · Vista Hill Partners is co-led by Jonathan Kushner of Kushner Real Estate Group.
  • · Goldman Sachs & Co LLC acted as lead arranger and underwriter on the bridge loan; UBS Securities LLC acted as co-arranger and underwriter.
GOLUB CAPITAL BDC, Inc. 8-K mixed materiality 7/10

27-05-2026

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

  • · Net investment income per share was $0.45 for the quarter.
  • · Quarterly distribution of $0.39 per share was declared, payable on June 30, 2025.
  • · Net asset value per share decreased from $18.65 to $18.52 quarter-over-quarter.
HWH International Inc. 8-K mixed materiality 9/10

27-05-2026

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

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

27-05-2026

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

  • · B. Riley Securities, Inc. purchased a portion of the term loans from Bit Digital Capital, Inc.
  • · The facility can be expanded to $150M upon mutual agreement of the parties.
  • · Bit Digital expects to fund advances through drawings against an Ethereum-denominated secured credit facility, allowing the Company to retain ETH exposure.
  • · The transaction was approved by the Board and an independent committee of disinterested directors.
  • · Both Bit Digital and WhiteFiber received written fairness opinions — Needham and Company LLC for Bit Digital, and Seaport Global Securities, LLC for WhiteFiber.
  • · Bit Digital describes itself as a publicly-listed Strategic Asset Company with three core verticals: ETH accumulation, AI/HPC through WhiteFiber, and strategic acquisitions.
Primis Financial Corp. 8-K neutral materiality 3/10

27-05-2026

Primis Financial Corp. announced the election of Scott R. Gamble and J. Brock Saunders to its Board of Directors at the annual meeting, replacing Robert Clagett and Charles Kabbash who did not stand for reelection. The company reported $4.3 billion in total assets as of March 31, 2026.

  • · Scott Gamble has over 38 years of banking experience and currently serves on the boards of First Bank and Fortis Financial Inc.
  • · Brock Saunders is Managing Partner at Mattock Capital, previously President and CIO at James River Capital Corp., and began his career at Citigroup.
  • · Robert Clagett and Charles Kabbash did not stand for reelection and have been replaced by Gamble and Saunders.
Eightco Holdings Inc. 8-K positive materiality 8/10

27-05-2026

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

  • · The ARK Warrants are exercisable at $1.01 per share and expire ten years after issuance.
  • · Warrants vest in equal quarterly installments over five years, beginning three months after the MSA effective date.
  • · The Company must register shares issuable upon exercise of ARK Warrants within 30 days of issuance.
  • · The restricted stock grant to ARK vests in equal quarterly installments over five years.
  • · ARK's research team has over 40 years of experience in identifying disruptive innovations.
Dermata Therapeutics, Inc. 8-K mixed materiality 6/10

27-05-2026

Dermata Therapeutics held its 2026 Annual Meeting on May 27, 2026, with approximately 59% of outstanding shares represented. Stockholders approved all six proposals, including the election of three Class II directors (David Hale, Steven Mento, Brittany Bradrick), ratification of CBIZ CPAs P.C. as auditor, issuance of shares underlying warrants, repricing of warrants, an amendment to the 2021 Omnibus Equity Incentive Plan increasing authorized shares to 402,214, and adjournment authority. However, the Issuance Proposal and Warrant Repricing Proposal received significant broker non-votes (1,068,656 each) and relatively low 'For' votes (315,477 and 439,573, respectively), indicating potential shareholder concerns or lack of support on those matters.

  • · The Issuance Proposal received only 315,477 'For' votes against 22,696 'Against' and 967,642 'Abstain', with 1,068,656 broker non-votes.
  • · The Warrant Repricing Proposal received 439,573 'For' votes, 21,203 'Against', 845,039 'Abstain', and 1,068,656 broker non-votes.
  • · The Plan Amendment Proposal was approved with 1,243,540 'For', 47,441 'Against', 14,834 'Abstain', and 1,068,656 broker non-votes.
  • · The Auditor Proposal (ratification of CBIZ CPAs P.C.) passed with 2,329,537 'For', 43,122 'Against', and 1,812 'Abstain'.
  • · The Adjournment Proposal passed with 1,269,857 'For', 21,137 'Against', and 14,821 'Abstain'.
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC. 8-K positive materiality 7/10

27-05-2026

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

  • · The initial due diligence period is 120 days, expiring on September 23, 2026.
  • · The buyer has an option for a second due diligence period of up to nine additional months, with a $50,000 monthly fee.
  • · The closing deadline is August 15, 2027.
  • · There is no financing contingency in the agreement.
  • · The Preferred Stock Purchase Rights are registered under Section 12(b) and will transfer with common stock until the Distribution Date.
WhiteFiber, Inc. 8-K positive materiality 7/10

27-05-2026

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

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

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