US Material Events SEC 8-K Filings — June 04, 2026

04-06-2026

NextTrip, Inc. (NTRP) borrowed $200,000 on May 29, 2026 from The Donald P. Monaco Insurance Trust, a related party (director Donald P. Monaco is trustee), as part of a series of short-term unsecured loans. The total principal balance of these Monaco Loans is now $500,000, accruing interest at 7.5% simple interest per annum, with a maturity date of June 30, 2026. The loans were approved by the Board of Directors and Audit Committee, but the short-term nature and reliance on insider funding may signal liquidity constraints.

• · The Monaco Loans commenced on March 25, 2026, and the $200,000 borrowed on May 29 is the latest in that series.
• · The loans are unsecured and mature on June 30, 2026, indicating very short-term financing.
• · The loans were approved by both the Board of Directors and the Audit Committee, suggesting governance oversight of the related-party transaction.

04-06-2026

AVITA Medical, Inc. held its 2026 Annual Meeting on June 3, 2026, where stockholders approved all 15 proposals, including the election of all seven director nominees, an increase in the non-executive director cash fee pool from $750,000 to $900,000 per annum, and the issuance of equity awards to directors and officers. However, several proposals received notable opposition, with votes against ranging from approximately 1.8 million to 2.7 million shares, and broker non-votes of 3.89 million shares on most items, indicating mixed shareholder sentiment on certain governance and compensation matters.

• · All seven director nominees were elected with votes for ranging from 10,700,424 to 11,176,792, and votes withheld from 525,113 to 1,001,481.
• · Ratification of Grant Thornton LLP as independent auditor passed with 14,962,654 votes for, 255,151 against, and 374,642 abstentions.
• · Proposal to increase director fee pool to $900,000 passed with 8,582,602 for, 2,710,656 against, and 408,647 abstentions (plus 3,890,542 broker non-votes).
• · Annual equity grants to each non-executive director (22,214 RSUs and 16,133 options) passed with votes for ranging from 8,722,810 to 8,869,562, and votes against from 2,411,009 to 2,544,450.
• · Initial grant to Dr. Michael Tarnoff (26,250 RSUs and 19,063 options) passed with 8,791,498 for, 2,433,367 against, and 477,040 abstentions.
• · Initial grant to Joseph Woody (40,547 RSUs and 29,446 options) passed with 8,863,312 for, 2,395,376 against, and 443,217 abstentions.
• · Advisory vote on executive compensation (Say-on-Pay) passed with 8,918,272 for, 2,202,213 against, and 581,420 abstentions.
• · Advisory vote on frequency of Say-on-Pay favored 1 year with 9,545,151 votes, versus 924,743 for 2 years, 650,252 for 3 years, and 581,759 abstentions.
• · Issuance of warrants to Perceptive (up to 650,000 shares, 10-year term) passed with 9,322,532 for, 1,769,627 against, and 609,746 abstentions.
• · Approval to issue additional 10% equity securities under ASX Rule 7.1A passed with 8,947,195 for, 2,223,106 against, and 531,604 abstentions.

04-06-2026

Activate Energy Acquisition Corp. appointed David Whitby as a director on May 20, 2026. Mr. Whitby is a retired oil and gas executive who formerly served as Managing Director of Nido Petroleum Ltd., growing it from a market capitalization of A$1 million to A$600 million. The appointment appears to be a standard board addition with no disclosed arrangements, family relationships, or material interests requiring disclosure.

• · Mr. Whitby holds a bachelor of engineering degree from the Royal Military College of Canada
• · There are no family relationships between Mr. Whitby and any other director or executive officer
• · The company is incorporated in the Cayman Islands and files under SEC file number 001-42992
• · The company qualifies as an emerging growth company and has elected not to use the extended transition period for complying with new or revised accounting standards

04-06-2026

Atkore Inc. entered into a settlement agreement on June 3, 2026, with the End User Plaintiffs in the In re PVC Pipe Antitrust Litigation, agreeing to pay $50 million to resolve all claims. The settlement is subject to court approval and is expected to be funded from available cash, with no material adverse effect on liquidity or leverage metrics. The company does not admit fault and believes the settlement reduces legal uncertainty, but there is no assurance of final court approval.

• · The settlement will be reflected as a non-operating expense in the quarter ending June 26, 2026.
• · The settlement payment is due on or about 21 days after preliminary court approval.
• · The settlement covers all claims including potential parens patriae claims.
• · The company previously entered into settlement agreements with two of the three putative classes on April 28, 2026.
• · If the settlement is not approved, the company plans to vigorously defend itself.

04-06-2026

Marsh & McLennan Companies, Inc. entered into a $4.25 billion amended and restated five-year credit agreement dated June 2, 2026, replacing its prior $3.5 billion credit agreement from October 2023. The facility is available to the company, Calm Treasury Holdings Limited, MMC Securities LLC, and designated subsidiaries, with Citibank as administrative agent and a syndicate of major banks as joint lead arrangers. The agreement includes customary representations, covenants, events of default, and a guaranty from the company, reflecting an increase in total commitments of $750 million (21.4%) from the prior facility.

• · The agreement is dated June 2, 2026, and was filed as an 8-K on June 4, 2026.
• · Borrowers include the company, Calm Treasury Holdings Limited (formerly MMC Treasury Holdings (UK) Limited), MMC Securities LLC, and any designated subsidiaries.
• · The facility is a five-year revolving credit agreement with a termination date extending the maturity from the prior agreement.
• · The agreement includes a guaranty from Marsh & McLennan Companies, Inc. for obligations of its subsidiaries.
• · The syndication agents include Bank of America, Deutsche Bank, HSBC, JPMorgan Chase, and Wells Fargo.
• · Documentation agents include Barclays, Morgan Stanley, MUFG, PNC, Toronto-Dominion, Bank of Nova Scotia, and Royal Bank of Canada.
• · The agreement contains standard financial covenants, negative pledge, and events of default provisions.
• · The facility can be used for general corporate purposes and includes provisions for letters of credit.

04-06-2026

Trulieve Cannabis Corp. completed a deconsolidation transaction on June 3, 2026, spinning off its mixed-use cannabis business (Harvest Enterprises, LLC) to segregate it from its medical cannabis business, aiming to list its subordinate voting shares on the NYSE. The pro forma impact shows a significant reduction in total assets from $2.78B to $2.10B, and a dramatic swing in net income attributable to common shareholders from a reported net income of $2.4M for Q1 2026 to a pro forma net income of $6.0M, but for the full year 2025, the pro forma net loss widened from $116.4M to $802.6M largely due to a one-time $688.7M pre-tax loss on deconsolidation. The retained investment in Harvest is valued at $188.5M under the equity method.

• · Pro forma gross profit was $137.9M for Q1 2026 compared to $170.1M as reported, and $582.1M for FY 2025 compared to $711.2M as reported.
• · Pro forma income from operations was $30.2M for Q1 2026, down from $35.7M as reported.
• · The retained investment in Harvest is classified as equity method investment, not consolidated, and the Non-Voting Units cannot be converted into Common Units until NYSE permits listing of companies that consolidate financials of cannabis businesses with non-medical US operations (Stock Exchange Permissibility Date).
• · Pro forma cash and cash equivalents decreased from $352.9M to $317.6M post-deconsolidation, reflecting the removal of $50.1M in Harvest cash plus $14.8M received in consideration less $3.0M in transaction costs.
• · Pro forma total liabilities decreased by $372.8M, from $1.633B to $1.260B, reflecting removal of Harvest's debt and deferred tax liabilities.
• · The net loss from discontinued operations was eliminated in the pro forma statements, as Harvest is no longer consolidated.

04-06-2026

Avery Dennison announced the appointment of Danny Allouche as President of its Materials Group. Allouche, previously SVP and Chief Strategy and Corporate Development Officer (and interim CFO in late 2024), brings 16 years of internal experience across strategy, M&A, and treasury. The appointment reflects an internal succession but does not disclose separate financial metrics for the Materials Group vs the broader company.

• · Danny Allouche served as interim CFO for a brief period beginning in late 2024.
• · Allouche holds an MBA from UCLA Anderson School of Management and a bachelor’s in economics from Northwestern University.
• · Avery Dennison employs approximately 35,000 employees in more than 50 countries.
• · Reported sales in 2025 were $8.9B.

04-06-2026

Syndax Pharmaceuticals announced a private placement of $250.0 million in 2.25% Convertible Senior Notes due 2031, expected to close on June 10, 2026, with net proceeds of approximately $243 million for general corporate purposes. The notes carry a 2.25% interest rate, mature on June 15, 2031, and have an initial conversion price of $24.76 per share, representing a 35% premium over the stock's last reported sale price on June 3, 2026. The company is a commercial-stage biopharmaceutical firm with FDA-approved products Revuforj and Niktimvo, but the filing does not disclose any negative or flat performance metrics.

• · Notes are senior unsecured obligations with interest payable semiannually on June 15 and December 15, starting December 15, 2026.
• · Noteholders may convert at any time prior to March 15, 2031 only upon certain circumstances; after that date, conversion is allowed at any time until the second scheduled trading day before maturity.
• · Upon conversion, Syndax may pay cash, shares of common stock, or a combination, at its election.
• · Syndax cannot redeem the notes before June 20, 2029; after that, redemption is allowed if stock price is at least 130% of conversion price for 20 trading days in a 30-day period.
• · In a fundamental change, noteholders can require Syndax to repurchase notes at 100% of principal plus accrued interest.
• · The notes and any conversion shares are not registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an exemption.

04-06-2026

BeyondSpring Inc. announced a leadership transition effective July 1, 2026, designed to sharpen execution on its confirmatory Phase 3 DUBLIN-4 trial for Plinabulin in NSCLC. Founder Dr. Lan Huang will remain Chairman but cede the CEO role to Min Qiu, while Dr. Jen Majeti becomes Vice Chairman and Na Li becomes CFO. The restructuring aims to give each of BeyondSpring and SEED Therapeutics (where Dr. Huang is CEO) a fully dedicated executive leader. However, the departure of the founder from day-to-day operations introduces key-person transition risk, and no financial guidance or enrollment timelines were disclosed, creating uncertainty on execution pace and capital needs.

• · IP portfolio for Plinabulin includes composition-of-matter protection extending through 2036 with potential Hatch-Waxman extension to 2041.
• · Incoming CEO Min Qiu previously led an RMB 1.3 billion licensing collaboration at Hengrui Pharma and is fluent in Chinese, English, and Japanese.
• · New CFO Na Li holds Shanghai Stock Exchange Board Secretary qualification and has board secretary experience for Main Board and Third Board-listed companies.
• · BeyondSpring retains a meaningful equity stake in SEED Therapeutics.
• · SEED Therapeutics has advanced its lead RBM39 degrader (ST-01156) into Phase 1 development with cornerstone investors Eli Lilly and Eisai.
• · DUBLIN-3 results published in The Lancet Respiratory Medicine (2024).

04-06-2026

CONMED Corporation entered into privately negotiated purchase agreements on June 3, 2026 to repurchase approximately $645.2 million aggregate principal amount of its 2.25% Convertible Senior Notes due 2027 for approximately $637.2 million in cash. The transaction is expected to close on June 15, 2026, subject to customary closing conditions. This debt repurchase reduces the company's outstanding convertible debt but also consumes significant cash reserves.

• · The repurchase price of $637.2M represents a discount of approximately $8.0M (1.24%) from the principal amount of $645.2M.
• · The Notes carry a 2.25% coupon and mature in 2027.
• · The purchase agreements were entered into on June 3, 2026, and the filing was made on June 4, 2026.

04-06-2026

Highwoods Realty Limited Partnership and Highwoods Properties, Inc. entered into a Sixth Amendment to their Sixth Amended and Restated Credit Agreement on June 3, 2026, with Bank of America as Administrative Agent. The amendment modifies certain provisions, reallocates Term A-2 Loans among lenders, and requires compliance with financial covenants as of March 31, 2026, while confirming no Default exists and no Material Adverse Effect has occurred since December 31, 2025.

• · The amendment reallocates Outstanding Term A-2 Loans among Term A-2 Lenders to reflect each lender's Applicable Percentage.
• · Conditions precedent include delivery of legal opinions from Poyner Spruill LLP, Jeffrey D. Miller, and Haynes and Boone, LLP.
• · The Borrowers certified compliance with financial covenants as of March 31, 2026, and that no Material Adverse Effect has occurred since December 31, 2025.
• · The amendment requires delivery of Beneficial Ownership Certification for any Loan Party qualifying as a 'legal entity customer' under the Beneficial Ownership Regulation.
• · The Credit Agreement is governed by New York law.

04-06-2026

CRISPR Therapeutics AG filed an 8-K on June 4, 2026, disclosing amendments to its Articles of Association, including the adoption of a capital band authorizing the Board of Directors to increase share capital up to CHF 3,521,838.51 (from CHF 2,957,983.32) through the issuance of up to 117,394,617 registered shares (nominal value CHF 0.03 each) until June 8, 2028, and the creation of conditional capital for bonds and similar instruments of up to CHF 281,008.41 (9,366,947 shares). The amendments also expand the Board's flexibility in excluding shareholder subscription rights for specific purposes.

• · Capital band expires on June 8, 2028 (or earlier if limit is reached), and allows multiple increases up to the upper limit of CHF 3,521,838.51.
• · Board may exclude shareholder subscription rights for several purposes: market-price-based issuance, acquisitions, strategic partnerships, over-allotment ('greenshoe') up to 20% of shares, fast flexible capital raising (private placements), and defense against unsolicited takeover bids (shareholder exceeding 15% without a Board-recommended offer).
• · Conditional capital for bonds/debt instruments has a 10-year exercise period for option rights and 20 years for conversion rights from the issuance date.
• · The amendments were filed as Exhibit 3.1 to the 8-K.

04-06-2026

Kura Oncology, Inc. filed an 8-K on June 4, 2026, reporting that stockholders approved an amendment to the Amended and Restated 2014 Equity Incentive Plan, increasing the share reserve by 6,500,000 shares to a total of 41,077,686 shares. The filing also covers standard administrative provisions for equity awards, including options, restricted stock, and performance awards, with no specific financial results or officer changes detailed.

• · The plan was originally adopted in 2015 and has been amended multiple times, with the latest stockholder approval on June 4, 2026.
• · The share reserve includes shares from prior annual increases and stockholder approvals from 2023 (4,050,000), 2024 (5,500,000), and 2025 (4,750,000).
• · Full Value Awards reduce the share reserve by 1.44 shares per share issued, while options/SARs with exercise price at least 100% of fair market value reduce it by 1 share per share.
• · The plan allows for delegation of administration to a committee and permits grants to employees, directors, and consultants.

04-06-2026

Ideal Power Inc. held its 2026 Annual Meeting on June 3, 2026, where stockholders approved all four proposals, including the election of five directors, ratification of BPM LLP as auditor, advisory approval of executive compensation, and the amended 2013 Equity Incentive Plan. The plan was amended to increase authorized shares by 800,000 and extend the term to June 3, 2036. The meeting had a quorum of 57.68% of outstanding shares (7,010,910 shares represented).

• · All five director nominees were elected with 'For' votes ranging from 4,139,174 to 4,273,623; broker non-votes were 2,720,323 for each.
• · Ratification of BPM LLP as auditor passed overwhelmingly with 6,988,321 'For' votes, 14,395 'Against', and 8,194 'Abstain'.
• · Advisory vote on executive compensation (Say-on-Pay) received 3,588,466 'For', 625,041 'Against', and 77,080 'Abstain'.
• · Approval of the amended 2013 Equity Incentive Plan received 3,624,425 'For', 601,975 'Against', and 64,187 'Abstain'.
• · The 2013 Plan term was extended to June 3, 2036.
• · The plan amendment also modified terms relating to repricing, repurchase, or cancellation of options without stockholder approval.

04-06-2026

Z Squared Inc. (Nasdaq: ZSQR) announced a $50 million committed equity forward purchase agreement with LucentHash / Data Part Capital to fund its Phase 1 AI infrastructure buildout, targeting 100 megawatts of AI-ready capacity across multiple U.S. sites. The company has signed a binding letter of intent to acquire Skycore Digital, which owns three North Carolina sites with up to 42 megawatts of total potential capacity (18 megawatts currently available). However, the company currently generates no revenue from AI infrastructure operations and remains dependent on volatile cryptocurrency mining for existing revenue, with significant execution risks around acquisitions, conversions, and customer contracting.

• · The company listed on the Nasdaq Global Market in April 2026.
• · The company currently has virtually no debt on its balance sheet.
• · LucentHash / Data Part Capital is contractually prohibited from short-selling or hedging ZSQR common stock.
• · The company is actively evaluating additional acquisition opportunities beyond Skycore Digital.
• · The company's existing revenue is dependent on cryptocurrency mining (Dogecoin) and is subject to volatility in cryptocurrency markets, mining economics, and network difficulty.

04-06-2026

On June 1, 2026, Accuray Incorporated fully repaid the remaining $18.0M aggregate principal of its 3.75% Convertible Senior Notes due 2026, plus $337,500 in accrued interest, satisfying and discharging the related Indenture. This eliminates the company's remaining obligations under the note agreement, reducing debt and interest expense going forward.

• · Notes were originally issued on May 13, 2021, with a coupon rate of 3.75% and maturity date of June 1, 2026.
• · The Indenture was satisfied and discharged except for provisions that survive by their terms.
• · The trustee acknowledged the satisfaction and discharge, releasing the Company from remaining obligations under the Indenture.

04-06-2026

Gencor Industries appointed Raymond Cole as Interim Chief Financial Officer, effective June 1, 2026. Mr. Cole brings recent CFO experience at ECD Auto Design (de-SPAC, capital raises, acquisitions) and consulting in specialty sales. He will serve on an at-will basis with a monthly consulting fee of $32,500.

04-06-2026

Cimpress plc entered into an Amendment and Restatement Agreement on June 4, 2026, refinancing its existing senior secured credit facilities with a new $1.1 billion Term Loan B due 2033 and a $250 million revolving credit facility due 2031. The refinancing was approximately net leverage neutral on a pro-forma basis and replaced the prior term loan facility due 2028. The new Term Loan B bears interest at SOFR plus 2.50% and was issued at 99.75% of par, while the revolving facility carries a SOFR spread of 2.25% to 3.00% depending on leverage.

• · The New Term Loan B matures on June 4, 2033, with a springing maturity 91 days prior to the maturity of the company's senior unsecured notes due September 15, 2032 if those notes are not repaid or refinanced.
• · The Revolving Credit Facility matures on June 4, 2031.
• · The Restated Credit Agreement contains no financial maintenance covenant for the Term Loan B; the leverage covenant (maximum 4.50x) applies only to the Revolving Credit Facility when utilization exceeds 20% of commitments.
• · The agreement includes customary covenants restricting additional indebtedness, liens, asset sales, intercompany activities, investments, and restricted payments including share repurchases and dividends.
• · The facilities are secured by first-priority security interests in personal and material real property of the Loan Parties.

04-06-2026

Resideo Technologies, Inc. entered into a Second Amendment and Restatement Agreement on June 4, 2026, to amend its existing credit facility, repay revolving loans, and terminate revolving commitments. The amendment also facilitates the planned spin-off of its ADI global distribution business (expected around August 3, 2026), which will involve a distribution of at least $900 million to Resideo and the release of ADI entities from guarantees and collateral. The company also plans to merge the borrower entity into Resideo Funding II, LLC.

• · The amendment includes both Refinancing Amendments (repaying revolving loans, terminating commitments) and Non-Refinancing Amendments (to permit the ADI spin-off).
• · The ADI Spin-Off Transaction is expected to be completed through a pro rata distribution of all outstanding shares of ADI Global Distribution Inc. to Resideo stockholders.
• · The ADI Spin-Off Entities will be released from guarantees and collateral upon effectiveness of the spin-off, subject to reinstatement if the transaction does not occur.
• · The borrower (Resideo Funding Inc.) plans to merge into Resideo Funding II, LLC, which will become the sole borrower under the amended credit agreement.
• · The amendment also modifies the definition of 'Paid in Full' in the collateral agreement to exclude certain obligations not yet due.

04-06-2026

On May 29, 2026, David L. Duvall resigned from the board of directors of Core Molding Technologies, Inc., effective June 1, 2026, due to his previously announced retirement as President & CEO. The resignation was not due to any disagreement with the company, management, or the board.

• · David L. Duvall's resignation as director was effective June 1, 2026.
• · The resignation was related to his previously announced retirement as President & CEO.
• · No disagreement with the company, management, or the board was cited.

04-06-2026

Cheetah Net Supply Chain Service Inc. (CTNT) announced the resignation of CFO Cindy Tang, effective May 29, 2026, with no disagreement cited. Chairman and CEO Huan Liu has assumed the role of interim CFO. The company entered into a Separation Agreement with Tang on June 4, 2026, providing a $50,000 stock incentive payment (settled in cash) in exchange for confidentiality, non-disparagement, and release of claims. The departure creates a leadership gap, though the board plans to search for a permanent replacement.

• · Resignation was effective May 29, 2026, and the Separation Agreement was signed June 4, 2026.
• · Tang received her final paycheck on May 29, 2026.
• · The board intends to conduct a search for internal and external candidates to fill the CFO vacancy.
• · No disagreement was cited as the reason for resignation.

04-06-2026

Sanara MedTech Inc. terminated its Transaction Advisory Services Agreement with The Catalyst Group, Inc., effective June 2, 2026, as part of a strategic shift to focus on soft tissue repair and bone fusion products for the surgical market. The termination was mutual, with no fee or penalty paid, though certain covenants like indemnification and confidentiality remain in effect. The agreement's termination removes a material relationship with Chairman Ronald T. Nixon's firm, which beneficially owns over 5% of the company's stock.

• · The Services Agreement was originally entered into on March 20, 2023, effective March 1, 2023.
• · Catalyst and its affiliates collectively beneficially own more than 5% of the Company’s outstanding common stock.
• · The Mutual Termination Agreement was signed on June 2, 2026, and terminated the Services Agreement immediately.
• · No fee or penalty was paid in connection with the termination.

04-06-2026

Dillard's, Inc. completed the merger of W.D. Company, Inc. (WDC), a family holding company, into itself on June 4, 2026. The merger resulted in the cancellation of WDC's shares and the issuance of 41,494 shares of Class A Common Stock and 3,985,758 shares of Class B Common Stock to former WDC shareholders, along with $85,652.51 in cash. Because the shares held by WDC were cancelled and exceeded the newly issued shares, there was no dilution to existing Dillard's shareholders, though former WDC shareholders now hold a slightly lower percentage interest in the company.

• · WDC had no business operations other than holding Dillard's Common Stock and a de minimis amount of another publicly traded stock.
• · The merger was originally agreed on March 20, 2026, and amended on March 25, 2026.
• · The shares of Dillard's Common Stock held by WDC were cancelled and returned to authorized but unissued shares.
• · The issuance of shares to WDC shareholders was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

04-06-2026

Borealis Foods Inc. issued a $3,000,000 convertible promissory note to OXUS CAPITAL PTE LTD on May 29, 2026, with a maturity date of August 29, 2026, and 10% annual interest. The proceeds are restricted to paying accounts payable, fees, and working capital, and cannot be used to repay existing debt. The note is convertible into common stock at the holder's option upon maturity, subject to a 49.9% ownership blocker and anti-dilution adjustments, but conversion requires shareholder approval under Nasdaq rules.

• · The note matures on the earlier of August 29, 2026 or upon acceleration after an Event of Default.
• · Events of Default include failure to pay, breach of covenants, misrepresentations, default on other debt ≥$500,000, judgments ≥$500,000, and bankruptcy/insolvency proceedings.
• · Voluntary prepayment is allowed without premium or penalty, applied first to expenses, then interest, then principal.
• · Conversion requires the Company to obtain all Required Approvals (including shareholder approval under Nasdaq rules) before the Conversion Date.
• · The note is subject to a four-month-and-a-day resale restriction under Canadian securities laws.
• · The note has not been registered under the Securities Act of 1933 and is issued under Regulation S and Canadian exemptions.

04-06-2026

OnKure Therapeutics held its 2026 Annual Meeting on June 3, 2026, where stockholders elected three Class II directors (R. Michael Carruthers, Valerie M. Jansen, Edward T. Mathers), ratified KPMG LLP as independent auditor, and approved an amended and restated 2024 Equity Incentive Plan. The plan amendments include a one-time increase of 3,231,638 shares (approximately 8% of outstanding shares) and removal of the annual share limit while maintaining a 5% evergreen provision. The company also filed an 8-K reporting these items.

• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new financial accounting standards.
• · The reverse stock split of 1:10 was effected on October 4, 2024.
• · The A&R 2024 Plan limits the number of shares that can be issued as incentive stock options.
• · Broker non-votes were 5,466,123 for all director proposals and the equity plan proposal.

04-06-2026

CV Sciences held its 2026 Annual Meeting on June 2, 2026, with 60.1% quorum. Stockholders elected three directors (Dr. Jamie Corroon, Joseph Dowling, Bill McCorkle) and ratified Haskell & White LLP as auditor. However, a proposal to authorize a reverse stock split (ratio 1:10 to 1:800) was not approved, with 59,628,926 votes against versus 48,496,747 for.

• · Record date for the meeting was April 6, 2026.
• · Reverse stock split proposal failed: 48,496,747 for, 59,628,926 against, 8,109,111 abstain.
• · Auditor ratification passed with 102,384,289 for, 12,488,529 against, 1,361,966 abstain.
• · Director votes: Corroon 39,505,495 for; Dowling 37,674,977 for; McCorkle 22,671,092 for (with 17,168,371 abstain).

04-06-2026

Ashford Hospitality Trust completed the sale of the 144-room Silversmith Hotel Chicago Downtown on June 1, 2026, for net cash proceeds of approximately $15.9 million. The company also paid approximately $15.0 million to the mortgage lender, which had a loan secured by 18 hotels including this property. The pro forma financial statements show that the disposition is expected to reduce net loss attributable to common stockholders by approximately $2.1 million for FY2025 and $4.0 million for Q1 2026, though the company continues to report significant net losses.

• · The mortgage loan repaid was secured by 18 hotels, not just Silversmith Chicago.
• · Pro forma adjustments include a non-recurring loss on disposition of $90,000 for FY2025 and a tax effect adjustment of $18,000 for Q1 2026.
• · The company's historical net loss attributable to common stockholders was $215.0M for FY2025 and $71.1M for Q1 2026.
• · Weighted average diluted shares outstanding were 5.974M for FY2025 and 6.442M for Q1 2026.
• · The sale reduced total assets by approximately $899,000 on a pro forma basis.

04-06-2026

iHeartMedia held its 2026 Annual Meeting on June 4, 2026, where stockholders approved the second amendment to the 2021 Long-Term Incentive Award Plan, increasing authorized shares by 13,000,000 to a total of 32,000,000 and extending the grant period through June 4, 2036. All eight director nominees were elected, Ernst & Young LLP was ratified as auditor, and the advisory say-on-pay proposal passed with 83,318,864 votes for and 15,393,581 against, indicating notable dissent of approximately 15.6% of votes cast.

• · The Amendment extends the right to grant awards under the Amended Plan through June 4, 2036, with incentive stock options limited to April 7, 2036.
• · Proposal 3 (advisory say-on-pay) received 83,318,864 votes FOR, 15,393,581 AGAINST, and 750,265 ABSTAINED, with 8,957,386 broker non-votes.
• · Proposal 4 (approval of the Plan amendment) received 94,485,819 votes FOR, 4,225,053 AGAINST, and 751,838 ABSTAINED, with 8,957,386 broker non-votes.
• · All director nominees received over 90 million votes FOR each, with James A. Rasulo receiving the lowest support at 90,172,403 FOR and 9,290,307 WITHHELD.

04-06-2026

Interface Inc. amended its Executive Bonus Plan on June 2, 2026, increasing the maximum annual bonus from $1.85 million to $3.0 million per participant. The amendment also introduces a forfeiture provision for participants terminated for cause on or before March 15 of the year following the performance period, even if they completed the full period. No financial results or period-over-period comparisons were provided in this filing.

• · The amendment was approved by the Compensation & Talent Development Committee of the Board of Directors.
• · The forfeiture provision applies to participants terminated for cause on or before March 15 of the year following the performance period.
• · The full text of the Amended Plan is attached as Exhibit 10.1 to the 8-K filing.

04-06-2026

Baldwin Insurance Group appointed Johnathan Daniel as interim Chief Accounting Officer effective mid-to-late June 2026 during Corbyn Lichon's maternity leave. At the 2026 Annual Meeting, shareholders elected four Class I directors, approved say-on-pay compensation, and ratified PwC as auditor. No negative or flat metrics were reported.

• · Johnathan Daniel, age 41, has been Executive Director of Finance since January 1, 2026.
• · Daniel previously served as CFO of CAC Group (acquired by Baldwin in Jan 2026) from July 2025 to Dec 2025.
• · Daniel is a CPA and Accredited in Business Valuation.
• · Employment Agreement provides for indefinite term, 120-day notice by Daniel, and standard benefits including open PTO.
• · Annual Meeting voting results: Lowry Baldwin received 94,869,684 For, 4,282,765 Withheld; Sathish Muthukrishnan 98,197,244 For, 955,205 Withheld; Sunita Parasuraman 98,076,188 For, 1,076,261 Withheld; Ellyn Shook 81,501,294 For, 17,651,155 Withheld.
• · Say-on-Pay: 94,240,293 For, 4,125,200 Against, 786,956 Abstain.
• · Ratification of PwC: 109,549,914 For, 62,128 Against, 50,867 Abstain.

04-06-2026

Wesbanco, Inc. announced the retirement of Michael L. Perkins as Senior Executive Vice President and Chief Risk Officer, effective June 30, 2026, and entered into an Executive Transition and Consulting Agreement on June 3, 2026. Under the agreement, Mr. Perkins will serve as a consultant from July 1, 2026, through June 30, 2027, receiving a monthly consulting fee of $33,334, with continued equity vesting conditioned on compliance with a non-competition covenant. The filing does not include any financial results or period-over-period comparisons, so no positive or negative performance metrics are available.

• · Mr. Perkins' retirement was previously announced on January 22, 2026.
• · The consulting period expires on June 30, 2027, unless earlier terminated.
• · The agreement includes a non-competition covenant effective during the consulting term and for one year thereafter.
• · Continued vesting of equity awards is conditioned on compliance with the non-competition covenant.
• · The agreement also includes customary covenants: non-disparagement, cooperation, and return of company property.

04-06-2026

Sarepta Therapeutics held its 2026 Annual Meeting on June 4, 2026, where stockholders approved the 2026 Equity Incentive Plan (6,286,841 shares authorized) and the 2026 Employee Stock Purchase Plan (1,500,000 shares authorized), replacing prior plans. All five director nominees were elected, though Deirdre Connelly received significant opposition with 14,213,242 votes against (21.0% of votes cast). The advisory vote on executive compensation passed with 45,185,398 for and 22,373,065 against (33.1% opposed), indicating notable shareholder dissent.

• · KPMG LLP was ratified as independent auditor for 2026 with 79,907,368 for, 2,110,136 against, and 291,784 abstentions.
• · Director Hans Wigzell received 10,663,180 votes against (15.7% of votes cast), the second-highest opposition after Connelly.
• · The 2026 Equity Incentive Plan was approved with 63,233,193 for and 4,395,283 against (6.5% opposed).
• · The 2026 ESPP was approved with 67,098,699 for and only 532,525 against (0.8% opposed).
• · Broker non-votes totaled 14,616,281 on all proposals except auditor ratification.

04-06-2026

Applied Aerospace & Defense, Inc. filed an 8-K on June 4, 2026, announcing the adoption of a Second Amended and Restated Certificate of Incorporation. The amendment includes a 1:1 conversion of Class A and Class B common stock into a single class of Common Stock, followed by a massive 872,901.03-for-1 stock split, and establishes a classified board with three classes of directors. The changes are part of preparations for an initial public offering (IPO).

• · The company was originally incorporated as GB Eagle Topco, Inc. on October 7, 2022.
• · The authorized capital stock consists of 50,000,000 shares of Preferred Stock and 1,000,000,000 shares of Common Stock, each with $0.01 par value.
• · No fractional shares will be issued; fractional shares will be rounded up to the nearest whole share.
• · The Board is authorized to issue Preferred Stock in series with varying rights, which may be superior to Common Stock.
• · The Board is classified into three classes (Class I, II, III) with staggered three-year terms.
• · Before the Trigger Date, directors can be removed with or without cause by a majority vote; after the Trigger Date, removal requires cause and a 66 2/3% vote.
• · The Stockholders Agreement is referenced as governing certain director election and vacancy provisions.

04-06-2026

Bio Green Med Solution, Inc. (BGMS) announced a business combination agreement to acquire Future NRG Sdn. Bhd. in an all-stock share exchange, creating a next-generation environmental platform combining fire safety and medical waste treatment. The transaction is expected to close in Q4 2026, subject to shareholder and regulatory approvals. While the deal targets a large underserved market with proven green technology, it faces execution risks including shareholder approval, SEC registration, and customary closing conditions.

• · Future NRG operates a medical waste plant with 10 metric tons per day capacity using ozone gas (O₃) for disinfection, eliminating carbon emissions from incineration.
• · The combined company will be led by current BGMS CEO Datuk Dr. Doris Wong; Conner Kiu steps down as director but remains CFO.
• · Pun Kah Weng will join the board as Future NRG's appointee.
• · The transaction is subject to approval by both companies' shareholders, SEC effectiveness of Form S-4, and customary closing conditions.
• · BGMS common stock has a par value of $0.001 per share.

04-06-2026

Biomerica Inc. entered into a Securities Purchase Agreement on May 29, 2026 to sell its 78,750 shares (approximately 6% stake) in Diagnosis S.A., a Polish medical products company, for an aggregate purchase price of $500,000 (approximately $6.3492 per share). The transaction closed on the same date, with the purchase price delivered via a secured promissory note that is forgivable upon share transfer. Biomerica also disclosed it received a $52,000 dividend from Diagnosis S.A. in 2026, which was considered by its Board in approving the sale price.

• · The purchase price per share was $6.3492, rounded for convenience, with the aggregate $500,000 controlling.
• · The shares are not registered under the Securities Act of 1933 and may not be transferred except under registration or an applicable exemption.
• · Biomerica represented that the shares are free and clear of all encumbrances and that no additional governmental or third-party consents are required beyond Polish law requirements.
• · If shareholder register evidence is not provided within 15 business days after closing, Biomerica must refund the applicable purchase price to the affected buyer.
• · The agreement is governed by Delaware law.

04-06-2026

Abacus Global Management, Inc. held its Annual Meeting on June 3, 2026, where shareholders approved the 2026 Long-Term Equity Incentive Plan, ratified KPMG LLP as independent auditor, and re-elected directors Jay Jackson and Thomas W. Corbett, Jr. as Class III directors. The advisory vote on executive compensation passed, and shareholders selected a one-year frequency for future Say-on-Pay votes. However, the 2026 LTIP and the advisory compensation vote each received over 8 million votes against, indicating notable shareholder dissent.

• · The 2026 LTIP became effective immediately upon shareholder approval on June 3, 2026.
• · The 2026 LTIP is described in Proposal 3 of the Definitive Proxy Statement filed on April 21, 2026.
• · The full text of the 2026 LTIP is filed as Exhibit 10.1 to this Form 8-K.
• · Jay Jackson received 72,107,921 votes FOR and 849,086 WITHHELD; Thomas W. Corbett, Jr. received 67,618,868 FOR and 5,338,139 WITHHELD.
• · Ratification of KPMG LLP passed with 78,073,928 FOR, 33,924 AGAINST, and 65,711 abstentions.
• · Advisory vote on executive compensation passed with 62,263,261 FOR, 8,351,613 AGAINST, and 2,342,133 abstentions.
• · The frequency vote resulted in 52,503,249 FOR 1 year, 54,412 FOR 2 years, and 18,117,425 FOR 3 years, with 2,281,921 abstentions.

04-06-2026

Globus Medical, Inc. held its 2026 Annual Meeting on June 3, 2026, where stockholders approved an amendment to the 2021 Equity Incentive Plan, increasing authorized shares by 1,000,000 to a total of 12,000,000 shares. All four proposals were approved, including the election of two Class II directors, ratification of Deloitte & Touche as auditor, and advisory approval of 2025 executive compensation. The amendment to the equity plan received significant support but also notable opposition, with 75,266,538 votes against.

• · The 2021 Equity Incentive Plan Amendment increased the aggregate number of shares authorized for issuance to 12,000,000 shares of Class A Common Stock.
• · The amendment also increased the aggregate number of shares that may be issued under incentive stock options from 11,000,000 to 12,000,000.
• · Proposal 2 (Equity Plan Amendment) received 246,228,534 votes in favor, 75,266,538 against, and 79,135 abstentions, with 6,902,949 broker non-votes.
• · Proposal 3 (Auditor ratification) passed with 327,965,803 votes in favor, 467,955 against, and 43,398 abstentions.
• · Proposal 4 (Advisory say-on-pay) passed with 316,289,675 votes in favor, 5,212,943 against, and 71,589 abstentions.
• · No other items were submitted for stockholder action at the Annual Meeting.

04-06-2026

Bally's Chicago, Inc. disclosed the appointment of Cheryl Ash as Senior Vice President, Finance and North America and CFO of Bally's Chicago, effective May 29, 2026. Her annual compensation includes a base salary of $350,000, a target bonus of 75% of base salary, and eligibility for future equity grants. No negative or flat performance metrics are present in this filing.

• · Cheryl Ash's employment agreement is with Bally's Management Group, LLC, a subsidiary of Bally's Corporation.
• · The base salary of $350,000 will be reviewed annually.
• · Future equity grants are subject to determination by the compensation committee of Bally's Corporation board of directors.
• · The filing includes a cautionary note regarding forward-looking statements.

04-06-2026

BioMarin Pharmaceutical Inc. held its 2026 Annual Meeting of Stockholders on June 2, 2026, where all ten director nominees were elected and all four proposals were approved, including the ratification of KPMG LLP as independent auditor, an advisory vote on executive compensation, and an amendment to the 2017 Equity Incentive Plan to increase authorized shares by 7,650,000. Notably, director Ian T. Clark received the lowest support with 144,380,101 votes for and 19,160,530 against (11.7% against), while the advisory say-on-pay proposal had 21,287,767 votes against (13.0% of votes cast), indicating notable shareholder dissent on compensation.

• · Director Ian T. Clark received 144,380,101 votes for and 19,160,530 against, the highest number of against votes among all nominees.
• · The advisory say-on-pay proposal had 142,742,800 votes for, 21,287,767 against, and 163,683 abstentions, with 11,619,042 broker non-votes.
• · The Plan Amendment was approved with 158,561,867 votes for, 5,480,380 against, and 152,003 abstentions.
• · KPMG LLP was ratified as independent auditor for fiscal year ending December 31, 2026, with 170,867,335 votes for, 4,850,526 against, and 95,431 abstentions.
• · All director nominees were elected, with the lowest support for Ian T. Clark (144,380,101 for) and the highest for Alexander Hardy (163,115,633 for).

04-06-2026

W&T Offshore, Inc. held its 2026 annual meeting on June 3, 2026, where shareholders approved an amendment to the 2023 Incentive Compensation Plan increasing the number of shares available for issuance from 10,000,000 to 22,000,000. All six director nominees were elected, and the advisory vote on executive compensation was approved. The ratification of Deloitte & Touche LLP as independent auditor was also approved with strong support.

• · The advisory vote on executive compensation (Proposal 2) had 10,207,396 votes against, representing about 11% of votes cast (excluding broker non-votes).
• · The Plan amendment (Proposal 4) had 17,404,719 votes against (approximately 18% of votes cast excluding broker non-votes), showing notable shareholder dissent.
• · All six director nominees received over 89 million votes 'For', with the lowest support for Daniel O. Conwill IV at 89,060,071 (with 3,775,296 withheld).
• · Broker non-votes totaled 26,334,136 on all director elections and on Proposals 2 and 4, indicating significant institutional ownership not voting on non-routine matters.
• · Ratification of Deloitte & Touche (Proposal 3) was overwhelmingly approved with 118,090,955 votes For, only 516,304 Against, and no broker non-votes (a routine matter).

04-06-2026

Direct Digital Holdings, Inc. (DRCT) announced the appointment of Ohad Harlev to its Board of Directors, effective June 4, 2026. Mr. Harlev brings extensive experience in executive leadership, M&A, and business scaling from roles at Gizat Global Communications, LyteLoop Technologies, and other firms. The filing does not include any financial results or period-over-period comparisons, so no quantitative performance data is available.

• · Mr. Harlev holds a Bachelor of Laws degree from Radzyner Law School and an MBA from the Arison School of Business in Herzliya, Israel.
• · He previously served as COO of World-Link Communications, where he led a strategic acquisition that doubled the company's size.
• · As president of RRSat Global Communications Network, he grew the business into a major player in the US television market and significantly enhanced revenue over 18 months.
• · The filing includes extensive forward-looking statements and risk factors, including going concern doubts and customer concentration risks.

04-06-2026

Seneca Bancorp, Inc. announced the retirement of EVP and CFO Vincent Fazio effective June 30, 2026, and the appointment of Angela Krezmer as his successor effective July 1, 2026. The company also appointed Angelo Testani as EVP and Chief Banking Officer, and entered into an amended employment agreement with CEO Joseph Vitale. The changes reflect a leadership transition with new executives receiving base salaries of $220,000 (Krezmer) and $201,375 (Testani), while Fazio will receive a modest $1,000 monthly consulting fee and an increased SERP benefit of $15,000 annually.

• · Angela Krezmer previously served as President, CEO, and CFO of Generations Bank and Generations Bancorp NY, Inc. through their acquisition by ESL Federal Credit Union.
• · Angelo Testani has served as Senior Vice President of Commercial Lending since 2016.
• · The employment agreements for Krezmer and Testani have an initial term through December 31, 2028, with automatic one-year renewals.
• · Severance for change-in-control termination includes three times the sum of base salary and highest annual cash bonus, plus COBRA premium reimbursement for 36 months.
• · Non-competition and non-solicitation restrictions apply for one year after termination (other than following a change in control).
• · CEO Joseph Vitale's amended employment agreement runs through December 31, 2028, with automatic renewals.

04-06-2026

Knight-Swift Transportation Holdings Inc. announced the retirement of co-founder Kevin P. Knight as Executive Chairman, effective June 3, 2026. Lead Independent Director David Vander Ploeg has been appointed as Chairman. Mr. Knight will continue as a consultant for two years. The filing does not include any financial results or period-over-period comparisons.

• · Kevin Knight served as CEO from 1994 to 2014 and as Executive Chairman thereafter.
• · The 2017 merger of Knight Transportation and Swift Transportation is highlighted as the company's greatest collective achievement.
• · Adam Miller expressed gratitude for Knight's role in instilling a culture of safety, operational excellence, and financial discipline.

04-06-2026

On June 4, 2026, Yilin Lu resigned as President and Board member of LQR House Inc., effective immediately, with no disagreement with the company. The Board size was reduced from six to five directors.

• · Resignation was not due to any disagreement with the company's operations, policies, or practices.

04-06-2026

Innospec Inc. appointed Shelley Bausch as a Class II director effective July 1, 2026, and increased the board size from seven to eight. She will also serve on the Audit Committee. Her compensation includes an annual cash retainer of $100,000, an additional $5,000 for Audit Committee service, and an annual equity grant valued at $125,000.

• · Ms. Bausch's term runs until the 2027 annual meeting or until her successor is elected.
• · Equity grants are made under the Innospec Inc. Long-Term Incentive Omnibus Plan, typically in February, with restricted stock units vesting fully after three years.
• · No arrangement or understanding exists for her selection, and no related party transactions requiring disclosure under Item 404(a) were identified.

04-06-2026

Nu Ride Inc. (OTC: NRDE) announced an agreement to acquire a majority stake in Affinity Advisory Network, an insurance distribution and wealth advisory platform, for approximately $9.6 million. The transaction includes $6.72 million in cash, 80,000 shares of Class A common stock, and up to $1.312 million in earnout payments, with Affinity's founder retaining a 15% ownership interest. While Affinity generated over $3.5 million in revenue for the 12 months ended March 31, 2026, the acquisition is subject to customary closing conditions and expected to close in Q3 2026, with no guarantee of realizing anticipated benefits.

• · Affinity was founded in 2013 and is headquartered in Ohio.
• · The transaction is expected to close in the third quarter of 2026, subject to customary closing conditions.
• · Robert Hall will continue to lead Affinity following the closing.
• · Nu Ride believes there will be multiple organic and inorganic growth opportunities over time.

04-06-2026

Avalon GloboCare Corp. issued a $250,000 promissory note with an original issue discount of $50,000, resulting in net proceeds of $200,000 (after $5,000 legal fee deduction). The note carries an 18.75% one-time interest charge ($46,875) and requires four amortization payments starting September 1, 2026, with the final balance due at maturity on December 1, 2026. The filing also includes provisions for mandatory repayment from proceeds of future financings or asset sales, and events of default include failure to maintain Nasdaq listing.

• · The note is non-convertible and cannot be prepaid except as explicitly set forth (though full prepayment is allowed without penalty).
• · The Borrower must notify Holder within one business day of receiving proceeds from equity/debt issuance or asset sales; Holder can then require up to 25% of such proceeds (net of certain fees) to repay the note.
• · Events of default include failure to maintain listing of common stock on Nasdaq Capital Market, bankruptcy, liquidation, cessation of operations, and breach of covenants.
• · The note is governed by Delaware law and any disputes must be brought in federal courts in Delaware.
• · Transfers of the note require the transferee to be an 'accredited investor' under SEC Rule 501(a).

04-06-2026

On May 29, 2026, DNA X, Inc. (formerly Sonim Technologies Inc., trading as SONM) terminated its ChEF Purchase Agreement and related Registration Rights Agreement with Chardan Capital Markets LLC, effective May 28, 2026. The agreement, entered into on September 29, 2025, had provided for up to $500 million in common stock purchases. The termination eliminates a potential source of equity financing, which may impact the company's liquidity and capital-raising flexibility.

• · The termination was effective as of 5:00 p.m., New York City time, on May 28, 2026.
• · The ChEF Agreement was originally entered into on September 29, 2025.
• · The company's common stock trades under the symbol SONM on The Nasdaq Stock Market LLC.

04-06-2026

On June 1, 2026, Kathryn Gregory resigned from the Board of Directors of Longevity Health Holdings, Inc., effective immediately. The resignation was not due to any disagreement with the company regarding its operations, policies, or practices.

• · Resignation effective as of close of business on June 1, 2026.
• · No disagreement with the company's operations, policies, or practices was cited.

04-06-2026

Kaiser Aluminum Corporation held its 2026 Annual Meeting on June 4, 2026, where stockholders approved the amendment and restatement of the 2021 Equity and Incentive Compensation Plan, increasing available shares by 395,000 to a total of 1,183,000 shares. Three Class I directors were elected, and advisory votes on executive compensation (98.68% for) and ratification of Deloitte & Touche as auditor (98.20% for) passed with strong support. However, the approval of the Amended 2021 Plan received a lower 94.43% for vote, indicating some shareholder dissent.

• · The Amended 2021 Plan total shares available are 1,183,000, comprising 395,000 new shares, 263,000 from 2024, and 525,000 from 2021.
• · Director James D. Hoffman received 13,600,788 votes for and only 796 withheld, indicating near-unanimous support.
• · Glenda J. Minor received 14,118,306 votes for and 278,865 withheld, the highest for votes among nominees.
• · Brett E. Wilcox received 13,838,262 votes for and 558,909 withheld, the most withheld among nominees.
• · The advisory vote on executive compensation had 98.68% for, with 171,450 against and 18,088 abstentions.
• · Auditor ratification had 98.20% for, with 251,817 against and 20,125 abstentions.
• · The Amended 2021 Plan approval had 94.43% for, with 785,562 against and 16,307 abstentions, the lowest support among proposals.
• · All director nominees were elected with a majority of votes cast; broker non-votes were 722,574 for each director election.