US Material Events SEC 8-K Filings — June 24, 2026

24-06-2026

Comstock Inc. sold 100% of its legacy mining assets to Mackay Precious Metals Inc. for over $45 million, including $20 million in cash at closing, 2 million shares of Mackay Gold & Silver Corp. valued at over $3.5 million, a secured second-tranche cash payment of $7 million due within 18 months, a retained 1.5% NSR royalty, and a contingent future payment of $10 million. The transaction is expected to reduce ongoing costs by over $1.5 million annually and marks a strategic shift from a junior mining company to a renewable metals and materials company. However, the contingent payment is subject to uncertain milestones, and the second-tranche payment may be partially satisfied with shares, introducing dilution risk.

• · The transaction follows a prior lease of Comstock's Northern Targets starting June 2023 and their purchase in December 2024 for $3.85 million.
• · Over the life of all transactions with Mackay, Comstock received approximately $8 million including prior lease payments and reimbursed expenses.
• · Mackay may elect to satisfy up to $2 million of the second-tranche payment through additional shares, subject to pricing thresholds.
• · The contingent $10 million payment is triggered if Mackay decides to construct a mine or undergoes a change-of-control transaction with aggregate consideration of at least $500 million within seven years.
• · If the contingent payment does not occur, the NSR buy-out price doubles from $3.5 million to $7 million.
• · All reclamation obligations, liabilities, and associated surety bond deposits and collateral are assumed by the sold entities.
• · Comstock retains a 1.5% NSR royalty on all valuable minerals extracted from the properties.

24-06-2026

Selectis Health, Inc. (OTCQB: GBCS) has entered into a definitive agreement to be acquired by affiliates of Black Pearl Equities for $5.75 per share in cash, representing a meaningful premium to stockholders. The transaction, unanimously approved by Selectis's Board, is expected to close in Q3 2026, subject to conditions including tender of at least 70% of outstanding shares and regulatory approvals, with no financing contingency. The announcement highlights a positive outlook for stockholders, though the deal faces customary risks and uncertainties.

• · The transaction is structured as a cash tender offer followed by a short-form merger under Utah law, with no stockholder vote required after the Offer.
• · The Offer is expected to commence within ten business days of June 23, 2026.
• · Selectis currently operates eight properties in Arkansas and Oklahoma, providing skilled nursing, assisted living, and independent living services.
• · Reimbursement sources include Medicare, Medicaid, and private pay.
• · The transaction is not subject to any financing contingencies.
• · Selectis's Board unanimously approved the Merger Agreement and determined it is fair to stockholders.

24-06-2026

Grove Collaborative Holdings, Inc. disclosed in an 8-K filing that CFO Tom Siragusa will resign effective August 16, 2026, to pursue another opportunity, with no disagreement with the company. Separately, at the June 18, 2026 annual meeting, stockholders elected three Class I directors (Larry Cheng, Stuart Landesberg, Kristine Miller) and ratified Baker Tilly US, LLP as independent auditor for fiscal 2026. The meeting had 76.6% voting power represented, but broker non-votes on director elections totaled 12,926,872, indicating significant passive shares.

• · CFO Tom Siragusa will remain in his position until August 16, 2026.
• · The company is initiating a search for a successor CFO.
• · Director election votes: Larry Cheng received 28,636,819 for, 220,273 withheld; Stuart Landesberg 28,773,075 for, 84,017 withheld; Kristine Miller 28,788,043 for, 69,049 withheld.
• · Ratification of Baker Tilly US, LLP: 41,099,169 for, 43,643 against, 641,152 abstentions.
• · Record date for annual meeting was April 24, 2026.

24-06-2026

Bubblr Inc. (BBLR) dismissed its independent auditor BCRG Group and appointed Simon & Edward LLP as its new auditor, effective June 23, 2026, following S&E's acquisition of BCRG's attest business. The change was approved by the Audit Committee and was not due to any disagreements or reportable events, though the company continues to face material weaknesses in internal controls and a going concern uncertainty as previously disclosed.

• · Auditor change effective June 23, 2026, with BCRG dismissed and S&E appointed simultaneously.
• · No disagreements or reportable events occurred between the company and BCRG during fiscal years 2024 and 2025.
• · BCRG's audit reports for FY2024 and FY2025 included a going concern explanatory paragraph.
• · Material weaknesses in internal control over financial reporting were previously disclosed in the FY2025 10-K.
• · The company did not consult S&E on any accounting or auditing matters prior to engagement.

24-06-2026

PEDEVCO CORP granted 96,630 RSUs and up to 76,640 PBRSUs to officers and employees under the 2021 Equity Incentive Plan. CEO J. Douglas Schick received 22,830 RSUs and 15,220 target PBRSUs. The awards are part of the 2025 annual compensation review and vest over three years for RSUs and based on TSR performance for PBRSUs.

• · RSUs vest 1/3 each on 1st, 2nd, and 3rd anniversaries of Jan 1, 2026 VCD.
• · PBRSUs cliff-vest on Dec 31, 2028, with payout 0-200% based on relative TSR percentile.
• · Awards are under the Plan registered on Form S-8.

24-06-2026

CalciMedica, Inc. entered into a First Amendment to its Loan and Security Agreement with Avenue Venture Opportunities Fund II, L.P., increasing the aggregate principal outstanding to $10 million. The amendment extends the interest-only period by one year to September 30, 2027, and the maturity date by one year to September 1, 2029, while increasing the final payment fee by $200,000. Additionally, the lender's conversion right was expanded from $1 million to up to $3 million of principal, and the company issued a new warrant to purchase 1,000,000 shares at $1.00 per share, while also amending an existing warrant to reduce its exercise price from $2.32 to $1.00.

• · The First Amendment Warrant is exercisable until June 23, 2031, and includes a beneficial ownership limitation not to exceed 19.99%.
• · Upon a change of control, the Lender would receive shares underlying the First Amendment Warrant without payment of the exercise price.
• · The amended Warrant's exercise price was reduced from $2.32 to $1.00 per share.
• · The Conversion Option and Put Option may not be exercised if it would cause the Lender to exceed a beneficial ownership limitation; in such case, Pre-Funded Warrants with an exercise price of $0.0001 per share would be issued instead.
• · The Put Option allows the company to require conversion of up to 20% of the average daily trading volume over the prior 15 trading days, provided the VWAP is at least 50% greater than the Conversion Price.

24-06-2026

Churchill Capital Corp XI (CCXI) announced a definitive business combination agreement with Agility Robotics, valuing the company at a pre-money equity value of $2.5B. The transaction is expected to provide over $620M in gross proceeds, including $420M from trust and ~$200M from a PIPE at $10/share, making Agility the only U.S. publicly listed pure-play humanoid company. However, the transaction is subject to shareholder approval, SEC review, and other closing conditions, with substantial redemptions a potential risk.

• · Agility has more than 65,000 hours of operation in nine customer facilities.
• · Digit v5 is designed to be the world's first cooperatively safe AI-enabled humanoid robot.
• · Agility sources approximately 75% of Digit parts within the United States.
• · Existing Agility shareholders are locked up for 180 days post-close.
• · The investor conference call is scheduled for 8:30 a.m. ET on June 24, 2026.

24-06-2026

Rank One Computing (ROC) announced a definitive agreement to acquire Zuccaro Technical Consulting (ZTC) for $500,000 in cash and approximately $2.5M in restricted stock, plus a performance-based earn-out and RSUs for ZTC employees. The acquisition expands ROC Evidence with digital forensics capabilities, adds active federal contracts and a specialized engineering team, and strengthens ROC's position in the $9.4B digital evidence market. However, the transaction is subject to customary closing conditions and government approvals, with expected closing in Q3 2026, and carries integration risks and dependence on federal contracts.

• · ZTC will operate as a wholly owned subsidiary of ROC post-closing.
• · ZTC's technology enables ingestion, processing, review, and management of large-scale digital evidence workflows including legal process returns, mobile device extractions, multimedia files, and other investigative data sources.
• · ZTC has been operating for more than two decades with field-proven capabilities.
• · ROC is headquartered in Denver, CO, with additional hubs in Grand Rapids, MI, and Morgantown, WV.
• · The acquisition is expected to close in Q3 2026, subject to customary closing conditions and government approvals.

24-06-2026

FuelCell Energy and Fit Energy announced a strategic agreement for up to 380 MW of clean baseload on-site power for data centers using FuelCell Energy's fuel cell technology. The agreement includes an immediate deposit for an initial 30 MW delivery expected to begin later this year, with warrants tied to future deployment milestones. This partnership validates FuelCell Energy's decision to scale operations to 500 MW and positions it to serve the growing AI infrastructure power demand.

• · Fit Energy will be eligible to receive warrants tied to future deployment milestones of up to 380 MW.
• · Canaccord Genuity served as financial advisor to FuelCell Energy on certain aspects of this transaction.
• · Fit Energy is focused on long-term ownership of generation assets for the digital economy.
• · FuelCell Energy's global fuel cell deployments approach one gigawatt.

24-06-2026

Picard Medical announced that CEO Patrick NJ Schnegelsberg stepped down effective June 18, 2026, with no disagreement with the company. Executive Chairman Richard Fang was appointed Interim CEO while the board searches for a permanent replacement. The company emphasizes its unique position with the only FDA-approved total artificial heart.

• · Richard Fang is founder and managing partner of Hunniwell Lake Ventures LLC, a med-tech VC founded in 2019.
• · Fang founded Reach Surgical in 2005 and led its growth over 15 years, culminating in a sale to a private equity buyer.
• · Fang has over 20 years of medical device industry experience including at Johnson & Johnson.
• · SynCardia's STAH is the only commercially available artificial heart in the US and Canada, with over 2,100 implants in 27 countries.

24-06-2026

Compass Diversified Holdings (CODI) announced a Settlement Agreement and Plan Support Agreement in connection with the Chapter 11 proceedings of Lugano Diamonds & Jewelry Inc. The settlement is designed to accelerate the resolution of the bankruptcy, reduce ongoing costs and uncertainty, and enable more timely cash recovery for CODI. However, the settlement is subject to creditor approval and bankruptcy court confirmation, and there is no assurance that the Plan of Liquidation will be confirmed or become effective, nor as to the timing or amount of recoveries.

• · CODI will be entitled to recoveries from the Lugano estate including proceeds from inventory disposition, tax refunds, insurance, and litigation claims pursued through a liquidation trust.
• · In exchange for releases granted by CODI, CODI and its related parties will receive a release of claims from the Lugano estate.
• · CODI continues to advance its previously announced review of the management services agreement, expected to complete in the coming weeks.
• · The settlement will become effective only upon satisfaction of conditions, including effectiveness of Lugano's Plan of Liquidation.

24-06-2026

Passage Bio and Remix Therapeutics announced a definitive merger agreement in an all-stock transaction, with pre-merger Passage Bio shareholders expected to own approximately 7% of the combined company and pre-merger Remix stockholders approximately 93%. Concurrently, Remix secured an oversubscribed $100 million private placement financing led by Decheng Capital, expected to fund combined company operations into 2028. The combined company will operate as Remix Therapeutics under ticker RMTX, focusing on REM-422, an oral MYB mRNA degrader in Phase 1/2 trials for ACC and AML/HR-MDS. However, Passage Bio shareholders will receive non-transferable CVRs tied to uncertain pediatric gene therapy milestones, and the transaction is subject to stockholder approvals and other conditions, with closing expected in Q4 2026.

• · Combined company to trade under ticker RMTX on Nasdaq.
• · CVRs distributed to Passage Bio shareholders are non-transferable and not listed on any exchange.
• · REM-422 has Orphan Drug Designation for ACC and AML and Fast Track designation for ACC.
• · Passage Bio's lead product candidate PBFT02 targets neurodegenerative conditions including frontotemporal dementia.
• · Transaction expected to close in Q4 2026, subject to stockholder approvals and regulatory clearances.

24-06-2026

Stanley Black & Decker, Inc. entered into a $1,000,000,000 364-day credit agreement dated June 18, 2026, with Citibank as administrative agent and BofA Securities, JPMorgan Chase, and Wells Fargo Securities as lead arrangers. The facility provides a $1B unsecured revolving credit line with pricing tied to the company's credit ratings, ranging from 0.875% to 1.375% over Term SOFR or EURIBOR, and includes customary covenants and events of default. The agreement also allows for designated borrowers and includes a guarantee from the company.

• · The credit agreement includes a $250M cap on Applicable Adjustment Addbacks per four-quarter period.
• · Pricing grid based on credit ratings: commitment fee ranges from 0.040% to 0.150%; Term SOFR/EURIBOR margin ranges from 0.875% to 1.375%.
• · The agreement allows for borrowings in Euros as an Alternate Currency.
• · The facility is unsecured and includes a guarantee from the company.
• · The agreement contains customary affirmative and negative covenants, events of default, and provisions for benchmark replacement.

24-06-2026

Indaptus Therapeutics, Inc. entered into a Stock Purchase Agreement on June 17, 2026, to issue and sell 20,000,000 shares of common stock at $0.60 per share to non-U.S. accredited investors, generating approximately $12,000,000 in gross proceeds. The private placement was conducted offshore under Regulation S and Section 4(a)(2) of the Securities Act, with no commissions paid. The company must file a resale registration statement within 90 days of closing and use best efforts to have it declared effective within 75 days after filing.

• · The shares issued represented less than 20% of the company's outstanding common stock prior to the agreement.
• · No commissions or other compensation were paid in connection with the private placement.
• · Each purchaser represented being a non-U.S. person under Regulation S and an accredited investor under Rule 501 of Regulation D.
• · The registration statement for resale must be filed within 90 days of closing and declared effective within 75 days after filing (or longer if subject to SEC review).
• · The company bears all fees and expenses related to the registration of the registrable securities.

24-06-2026

Elastic N.V. announced a workforce reduction of approximately 7% as part of a plan to align investments with strategic priorities, expecting non-recurring cash charges of $22M to $25M primarily in Q1 FY2027. The company plans to continue hiring in key areas and expects total headcount to grow this fiscal year. Additionally, Chief Product Officer Ken Exner resigned effective July 17, 2026, with engineering leadership now reporting directly to the CEO.

• · Workforce reduction expected to be substantially completed by end of Q3 FY2027.
• · Charges primarily consist of severance and other termination benefits.
• · Ken Exner's resignation is not due to any disagreement with the company or its board.
• · Engineering leaders of Elasticsearch and Platform Group, and Observability and Security Group will report directly to CEO Ashutosh Kulkarni.
• · Company plans to continue growing headcount in customer-facing go-to-market functions.

24-06-2026

Flash Sports & Media Holdings, Inc. entered into a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC on June 17, 2026, for the sale of a Note and related securities. The agreement includes covenants requiring the company to purchase D&O insurance within 60 days of closing and to provide irrevocable transfer agent instructions. The company also agreed to submit all claims to binding arbitration in Delaware and to pay $3,000 per day in liquidated damages if it fails to timely file an 8-K disclosing material non-public information provided to the buyer.

• · The agreement is governed by Delaware law and all claims must be resolved through binding arbitration in Delaware.
• · The company must purchase D&O insurance within 60 days of closing, covering officers and directors for 18 months with 2 years of tail coverage.
• · The company must provide irrevocable transfer agent instructions and deliver corporate resolutions within 6 hours of each Note conversion.
• · The company acknowledges that breach of transfer agent instructions could cause irreparable harm, entitling the buyer to injunctive relief.
• · The buyer's obligation to purchase is subject to conditions including no Material Adverse Effect, no trading suspension, and delivery of good standing certificates and board resolutions.

24-06-2026

Absci Corp announced the pricing of a $100 million underwritten offering of 13,495,277 shares at $7.41 per share, with participation from Eli Lilly & Company and leading financial institutions. The proceeds will fund the advancement of ABS-201 across androgenetic alopecia and endometriosis, as well as working capital. The offering is expected to close on June 25, 2026.

• · The offering is being conducted under an effective shelf registration statement on Form S-3 (File No. 333-289541) filed on August 12, 2025 and effective on August 22, 2025.
• · The offering is expected to close on or about June 25, 2026.
• · Joint book-running managers include Jefferies, J.P. Morgan, TD Cowen, and Guggenheim Securities.
• · ABS-201 is an AI-designed anti-PRLR antibody program targeting androgenetic alopecia and endometriosis.

24-06-2026

CubeSmart, L.P. entered into a Third Amended and Restated Credit Agreement on June 24, 2026, replacing the existing 2022 credit facility with a new $1.0 billion revolving credit facility, including a $15 million letter of credit subfacility and a $100 million swingline subfacility. The facility is led by Wells Fargo Securities, BofA Securities, and PNC Capital Markets, with Wells Fargo Bank acting as Administrative Agent. The agreement includes financial covenants and an Applicable Margin tied to the Parent's credit rating (Level 2 on the agreement date).

• · The agreement includes a $15 million letter of credit subfacility and a $100 million swingline subfacility.
• · The Applicable Margin is tied to the Parent's credit rating and initially set at Level 2 as of the agreement date.
• · The facility replaces the Second Amended and Restated Credit Agreement dated October 26, 2022.
• · Financial covenants are defined using metrics such as Adjusted Asset Value and Adjusted EBITDA.

24-06-2026

Hyperscale Data, Inc. (GPUS-PD) announced the signing of a Master Services Agreement (MSA) with a California-based neocloud provider for 20 MW of critical AI compute capacity at its Michigan data center campus, expected to generate over $1.2 billion in revenue over a 10-year term with two five-year extension options. The agreement includes an option to expand to 52 MW, which could increase total contract value to over $3.0 billion, utilizing approximately 17% of the campus's potential 300 MW capacity. However, the deployment is subject to risks including regulatory approvals, financing, and infrastructure availability, and the company continues to operate Bitcoin mining capacity at its Montana facility while transitioning the Michigan Campus from Bitcoin mining to AI workloads.

• · The MSA has an initial term of 10 years with two five-year extension options exercisable by the Customer.
• · ACS is retrofitting approximately 60,000 square feet of the Michigan Campus at an estimated cost of $100M to $120M for the initial 20 MW deployment.
• · The Company currently operates approximately 28 MW of Bitcoin mining capacity at the Michigan Campus and expects to reallocate power as AI workloads are deployed.
• · Hyperscale Data expects to continue Bitcoin mining at its Montana facility and may maintain some mining at Michigan Campus during transition.
• · The Company expects the divestiture of ACG to occur in the second quarter of 2027.
• · On December 23, 2024, the Company issued 1,000,000 shares of Series F Exchangeable Preferred Stock to facilitate the divestiture.
• · The expansion concepts for over 300 MW total power capacity remain preliminary and subject to numerous risks and uncertainties.

24-06-2026

Sportsman's Warehouse Holdings, Inc. entered into an amended and restated ABL term loan credit agreement on June 18, 2026, increasing the total facility to $45 million ($25M initial + $20M delayed draw). The agreement includes borrowing base formulas tied to credit card receivables and inventory, with advance rates that step down over time. The filing does not disclose current financial performance, so no positive or negative metrics are available.

• · The credit agreement is an amendment and restatement of a prior $45 million ABL term loan facility originally dated June 18, 2024.
• · The borrowing base includes eligible credit card receivables at an advance rate that when combined with the revolving facility cannot exceed 100%.
• · Inventory advance rates are capped at 105% through April 30, 2026, then 102.5% through June 18, 2027, then 100% thereafter.
• · The ABL Term Loan Borrowing Base is reduced by the Revolving Borrowing Base and any reserves.
• · The agreement includes standard representations, warranties, covenants, and events of default typical for an asset-based lending facility.

24-06-2026

REVELATION BIOSCIENCES, INC. filed an 8-K on June 24, 2026, adopting its Third Amended and Restated Bylaws, which include standard governance provisions such as one-third voting power quorum, plurality voting for director elections, and majority voting for other matters. The filing also covers items related to director/officer changes (Items 5.02, 5.03, 5.07), but no specific financial or operational metrics are disclosed, making it a routine governance update.

• · The Third Amended and Restated Bylaws were adopted on June 24, 2026.
• · Quorum for stockholder meetings is set at one-third of voting power present in person or by proxy.
• · Director election uses a plurality voting standard, while other matters require majority of votes cast (excluding abstentions and broker non-votes).
• · Special meetings of stockholders can only be called by the Chairperson, President, CEO, or a majority of the Whole Board.
• · Stockholder list must be available for inspection 10 days prior to meetings, either online or at the principal place of business.

24-06-2026

Brookdale Senior Living Inc. held its 2026 annual meeting on June 22, 2026, where all nine director nominees were elected and stockholders approved executive compensation and the ratification of Ernst & Young LLP as auditor. Jordan R. Asher's term expired as he did not stand for re-election, and Denise W. Warren stepped down as Non-Executive Chairman, with Mark Fioravanti appointed as her successor. The changes reflect routine succession planning with no disagreements cited.

• · Stockholders approved executive compensation (advisory) with 185,229,055 votes for, 5,611,078 against, 760,717 abstentions, and 12,291,692 broker non-votes.
• · Ratification of Ernst & Young LLP as independent auditor for 2026 passed with 200,410,558 votes for, 3,466,287 against, and 15,697 abstentions (no broker non-votes).
• · Director election results: Claudia N. Drayton received 183,615,288 votes for (lowest among nominees); Nikolas W. Stengle received 190,915,539 votes for (highest among nominees).
• · Jordan R. Asher's departure was not due to any disagreement with the company, board, or management.

24-06-2026

Mercury General Corporation entered into a Second Amended and Restated Credit Agreement on June 24, 2026, amending and restating its existing $250 million revolving credit facility. The new agreement extends the maturity date and updates terms, with Bank of America as Administrative Agent. The facility is undrawn at closing, and the initial pricing is set at Level 2 based on a debt-to-capital ratio between 15% and 20%.

• · The credit agreement includes a $250 million revolving credit facility with a maturity date extended to June 24, 2031 (5 years from closing).
• · The facility is undrawn as of the closing date.
• · Initial pricing is set at Pricing Level 2: commitment fee 0.125%, Term SOFR loans 1.125%, Base Rate loans 0.125%, letter of credit fee 1.000%.
• · The agreement replaces the prior credit agreement dated as of June 24, 2021.
• · The Borrower may request an increase in commitments up to an additional $100 million, subject to lender consent.

24-06-2026

Upexi, Inc. (UPXI) announced a private placement of ~$19.5 million through the issuance of 12,242,300 shares at ~$1.60 per share, executed via reduction of existing debt to an accredited investor. The company holds roughly 2.4 million SOL and focuses on a Solana-based digital asset treasury strategy, though the offering dilutes existing shareholders by over 12 million shares.

• · No placement agent was used in the offering.
• · The offering was made under Section 4(a)(2) of the Securities Act and/or Regulation D.
• · Proceeds are entirely in the form of debt reduction, not new cash.
• · Upexi describes itself as a leading Solana-focused digital asset treasury company and consumer brands owner.
• · The company aims to acquire and hold as much Solana as possible in a disciplined and accretive fashion.
• · Three key value accrual mechanisms: intelligent capital issuance, staking, and discounted locked token purchases.

24-06-2026

CarMax held its 2026 Annual Meeting of Shareholders on June 23, 2026, where shareholders elected 12 directors, ratified KPMG as auditor for FY2027, approved executive compensation on an advisory basis, and approved amendments to the 2002 Stock Incentive Plan. The plan amendments include an increase of 1,842,000 shares reserved for issuance, a minimum vesting requirement, a prohibition on dividends for unvested awards, and an extension of the plan's termination date to June 23, 2036. All director nominees received strong support, though Thomas J. Folliard received the lowest 'for' votes (109,919,543) with 5,261,737 against, and Marcella Shinder also faced notable opposition (3,037,796 against).

• · The Stock Incentive Plan termination date was extended from June 27, 2033 to June 23, 2036.
• · The plan amendments add a minimum vesting requirement for incentive awards (with limited exceptions) and prohibit dividends/dividend equivalents on unvested awards.
• · Ratification of KPMG as auditor for FY2027 received 124,402,598 votes for, 1,969,402 against, and 139,949 abstaining.
• · The non-binding advisory resolution on executive compensation received 107,869,976 votes for, 5,685,835 against, and 1,762,734 abstaining.
• · The Stock Incentive Plan approval received 109,927,642 votes for, 3,724,815 against, and 1,666,088 abstaining.

24-06-2026

RBC Bearings entered into an amended employment agreement with CEO Dr. Michael J. Hartnett and an amendment to the employment agreement with COO Daniel A. Bergeron on June 23, 2026. The new agreements include base salary increases of 3.0% for both executives, modifications to performance-based compensation tables, and changes to equity award sizing based on average stock price. The agreements also align ROIC definitions with historical practice.

• · Dr. Hartnett's new agreement has an initial term ending March 31, 2027, with automatic annual renewals unless 90 days' notice given.
• · Equity awards for both executives will be sized based on RBC's average closing stock price for the six months preceding the filing of the Annual Report on Form 10-K, rather than the closing price on the award date.
• · The agreements modify definitions regarding ROIC calculation to align with historical practice.
• · Dr. Hartnett's performance-based cash bonus ranges from 75% to 300% of annual base salary based on Adjusted EBITDA percentage of Annual Performance Plan.
• · Dr. Hartnett's short-term equity award ranges from 280% to 665% of annual base salary based on the same performance metric.

24-06-2026

Hoyne Bancorp, Inc. dismissed its independent auditor Wipfli LLP and appointed Plante & Moran, PLLC as its new independent registered public accounting firm, effective June 22, 2026. The change follows the company's conversion from a mutual holding company to a stock holding company structure on December 3, 2025, and the remediation of a previously disclosed material weakness in internal control over financial reporting as of March 26, 2026. No disagreements or reportable events occurred between the company and Wipfli, except for the material weakness that has since been remediated.

• · The material weakness in internal control over financial reporting was disclosed in Part II, Item 9A of the company's Annual Report on Form 10-K for the year ended December 31, 2025.
• · Management determined that the material weakness was remediated as of March 26, 2026.
• · Wipfli's audit reports for the years ended December 31, 2024 and 2025 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified.
• · The appointment of Plante & Moran is subject to satisfactory completion of customary client acceptance procedures and execution of an engagement letter.

24-06-2026

Wilco 63 Corporation, a blank check company, priced its initial public offering of 20,000,000 units at $10.00 per unit, raising $200,000,000. The units will begin trading on Nasdaq under the symbol "WLCOU" on June 18, 2026, with the offering expected to close on June 22, 2026. The company will focus on acquiring technology-enabled businesses undergoing transformation driven by AI, automation, and robotics.

• · Each unit consists of one Class A ordinary share and one-half of one redeemable warrant.
• · Warrants entitle holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustments.
• · An amount equal to $10.00 per unit will be deposited into a trust account upon closing.
• · The company has granted underwriters a 45-day option to purchase up to an additional 3,000,000 units for over-allotments.
• · The registration statement became effective on June 17, 2026.

24-06-2026

Resideo Technologies, Inc. completed an internal restructuring on June 24, 2026, merging its wholly-owned subsidiary Resideo Funding Inc. into Resideo Funding II LLC, which assumed all obligations under the company's outstanding 4.000% Senior Notes due 2029 and 6.500% Senior Notes due 2032, as well as its credit agreement. Separately, on June 22, 2026, Resideo entered into a Termination and Release Agreement with Honeywell International Inc. to terminate the Tax Matters Agreement from the 2018 spin-off, requiring a one-time cash payment of $11,600,000 to Honeywell. The restructuring is a legal entity consolidation with no change to the company's debt obligations or financial position.

• · The merger and assumption of debt obligations were completed without requiring noteholder consent, as authorized under Section 9.01(a)(3) of the respective indentures.
• · Resideo Funding II LLC granted a security interest in substantially all of its assets and agreed to guarantee obligations under the Credit Agreement as part of the Borrower Assumption.
• · The Termination Agreement includes a mutual release of claims related to the Tax Matters Agreement and other tax-related liabilities from the 2018 Separation and Distribution Agreement.

24-06-2026

On June 18, 2026, OfReg notified Consolidated Water Co. Ltd. that its board approved a new 25-year water production and distribution license for its subsidiary Cayman Water, effective August 1, 2026, ending years of negotiation uncertainty. However, the license introduces a lower rate structure that would have reduced revenues by an estimated $2.1 million in 2024, $1.9 million in 2025, and $0.6 million in Q1 2026 compared to the prior rates. The agreement provides long-term regulatory clarity but comes at a material cost to historical revenue levels.

• · The license has a 25-year term starting August 1, 2026, with no automatic renewal; Cayman Water may apply for renewal 24-36 months before expiration.
• · The License may be revoked by OfReg for fundamental breach, persistent non-compliance, insolvency, failure to meet demand, or other specified events.
• · Assignment or transfer of the License requires prior written consent from OfReg.
• · OfReg can modify the License immediately upon Cabinet direction for security, public interest, or public health reasons, with or without Cayman Water's agreement.
• · The exchange rate for CI$ to US$ has been fixed at US$1.20 per CI$1.00 since April 1974.
• · Statutory and regulatory fees have not yet been prescribed by Cayman Islands Parliament.
• · The prior 1990 License expired January 31, 2018; operations continued under its terms until a new concession was granted February 18, 2025.

24-06-2026

Graphene & Solar Technologies Ltd filed an 8-K on June 24, 2026, reporting Items 1.01 (Entry into a Material Definitive Agreement), 8.01 (Other Events), and 9.01 (Financial Statements and Exhibits). The filing indicates a material agreement was entered into, but no specific financial terms, counterparty details, or transaction value are disclosed. The filing is informational in nature with no quantified financial impact provided.

• · Filing size: 5 MB, indicating exhibits may be attached but not summarized in the filing text.
• · AccNo: 0001903596-26-000255, suggesting this is a standard SEC submission.
• · Sector: not specified, limiting industry context.

24-06-2026

On June 17, 2026, director Ja-chin Audrey Lee resigned immediately from the board of Spruce Power Holding Corporation. Ms. Lee served as a Class C director with a term expiring at the 2026 Annual Meeting of Stockholders. The resignation was disclosed via an 8-K filing on June 24, 2026.

• · Ms. Lee's resignation was effective immediately on June 17, 2026.
• · She was a Class C director whose term was set to expire at the 2026 Annual Meeting of Stockholders.
• · No reason for the resignation was provided in the filing.
• · The filing was signed by Chief Legal Officer Jonathan M. Norling.

24-06-2026

Texas Ventures Acquisition IV Corp (TVIV) priced its $150,000,000 initial public offering of 150,000,000 units, each consisting of one Class A ordinary share and one-half of one redeemable warrant. The units are expected to begin trading on Nasdaq on June 18, 2026, with the offering closing on June 22, 2026. The blank check company will focus on acquiring industrial technology targets, with an emphasis on companies implementing advanced technologies in sectors such as logistics, energy transition, and communications.

• · Each warrant entitles holder to purchase one Class A ordinary share at $11.50 per share
• · No fractional warrants will be issued; only whole warrants will trade after separation
• · The Company has granted underwriters a 45-day option to purchase up to an additional 2,250,000 units
• · The registration statement became effective on June 17, 2026
• · The Company's primary focus will be on industrial technology targets including digital/energy transition, logistics, transportation, and high bandwidth services

24-06-2026

KKR Private Equity Conglomerate LLC increased its revolving credit facility by $125M to $1.225B via a joinder agreement on June 17, 2026, while also raising $280.98M through an unregistered sale of Class I, U, D, and S shares on June 1, 2026. Since inception, the company has sold approximately $10,087M of shares for cash, and the broader Private Equity K-Series Platform has raised $17,293M in total cash consideration. The filing does not disclose any negative or flat performance metrics, but the reliance on unregistered sales and the accordion feature (up to $1.5B) indicate ongoing capital needs.

• · The credit facility matures on December 23, 2027, unless earlier terminated or accelerated upon default.
• · The joinder includes provisions limiting undrawn commitments based on a ratio of net asset value to credit available.
• · The share sales were exempt under Section 4(a)(2), Regulation D, and/or Regulation S of the Securities Act.
• · The Private Equity K-Series Platform sold interests for $388M on June 1, 2026, and $17,293M since inception.
• · The company has sold approximately $10,087M of shares for cash since inception (August 1, 2023) through the filing date.

24-06-2026

GitLab Inc. announced the resignation of Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary Robin Schulman, effective June 30, 2026, with no disagreement cited. At the 2026 Annual Meeting held June 17, 2026, stockholders elected Class II directors Karen Blasing and Godfrey Sullivan, ratified KPMG LLP as independent auditor for FY ending January 31, 2027, and approved non-binding advisory say-on-pay compensation. All proposals passed with strong shareholder support, though Godfrey Sullivan received a notable 9.7% withhold vote (23.8M shares withheld).

• · Robin Schulman's resignation is effective June 30, 2026, and is not due to any disagreement with the company.
• · Godfrey Sullivan received 23,770,973 shares withheld (9.7% of votes cast), indicating notable shareholder dissent.
• · KPMG LLP was ratified as independent auditor for the fiscal year ending January 31, 2027, with 271,236,365 shares for and 4,277,434 against.
• · Advisory say-on-pay passed with 235,289,523 shares for, 8,873,423 against, and 779,400 abstaining.
• · Broker non-votes totaled 30,729,455 shares for both director elections and the say-on-pay proposal.
• · GitLab is a remote-only company with no physical headquarters; stockholder communications may be sent to Corporation Service Company in Wilmington, Delaware.

24-06-2026

uniQure N.V. announced the pricing of an upsized underwritten public offering of 4,945,055 ordinary shares at $45.50 per share, with expected gross proceeds of approximately $225 million. The offering includes a 30-day option for underwriters to purchase up to 741,758 additional shares. The offering is expected to close on June 25, 2026, subject to customary conditions.

• · The offering is being made under an automatically effective shelf registration statement on Form S-3 (File No. 333-284168) filed on January 7, 2025.
• · Leerink Partners, Stifel, Guggenheim Securities and RBC Capital Markets are joint bookrunning managers; H.C. Wainwright & Co. is lead manager.
• · uniQure's pipeline includes gene therapies for Huntington's disease, refractory temporal lobe epilepsy, Fabry disease, and other severe diseases.

24-06-2026

Ingevity Corp appointed Ryan Cotterman (age 44) as Vice President, Chief Accounting Officer and principal accounting officer, effective June 22, 2026. Mr. Cotterman brings extensive experience from Ralliant Corporation, Cornerstone Building Brands, Advance Auto Parts, and Ernst & Young. His compensation includes a $345,000 base salary, 40% bonus target, and 65% long-term incentive target, plus a $40,000 sign-on cash bonus and $150,000 in restricted stock units vesting over three years. There are no concerns noted regarding family relationships or related-party transactions.

• · Mr. Cotterman is a Certified Public Accountant licensed in North Carolina and holds a Bachelor of Science in Accounting from Le Moyne College.
• · He spent 14 years at Ernst & Young (2004–2017), leading audits and IPOs for SEC-registered clients in manufacturing, life sciences, technology, and SaaS.
• · No arrangements, family relationships, or reportable transactions (Item 404(a)) exist between Mr. Cotterman and the company.

24-06-2026

Colony Bankcorp, Inc. (CBAN) announced a definitive merger agreement to acquire First Reliance Bancshares, Inc. (FSRL) in a stock-and-cash transaction valued at approximately $163 million. The combined entity will have approximately $5 billion in total assets, $4.0 billion in deposits, and $3.2 billion in loans, creating a leading Southeast community bank. The transaction is expected to close in Q4 2026, subject to regulatory and shareholder approvals, and is expected to be immediately accretive to Colony's earnings per share excluding one-time merger costs.

• · Rick Saunders will become Executive Vice Chairman and board member of Colony post-merger.
• · Justin Strickland will become Colony's President for South Carolina.
• · Robert Haile will serve as Chief Investment Officer and Treasurer of Colony.
• · Brook Moore will become Colony's Credit Officer for South Carolina.
• · Chuck Stuart will join as Co-President of Colony Mortgage.
• · First Reliance director Rick Redden will join the Colony Board of Directors.
• · First Reliance Chairman Dr. Dale Lusk will have formal board observation rights.
• · First Reliance locations in South Carolina will continue operating under the First Reliance brand.
• · A conference call for analysts is scheduled for June 25, 2026 at 9:00 AM ET (dial-in: 1-800-715-9871, Conference ID: 3962081).
• · Replay available until July 2, 2026 (dial-in: 1-800-770-2030, passcode: 3962081#).
• · Investor presentation will be available on Colony's website under Investor Relations.

24-06-2026

BellRing Brands announced a workforce realignment on June 24, 2026, to streamline operations and improve efficiency, expecting annualized pre-tax operating expense savings of $10M–$12M (including ~$3M non-cash stock compensation). However, the company will incur one-time severance charges of ~$6M, predominantly in Q3 fiscal 2026, and Chief Growth Officer Douglas J. Cornille stepped down immediately, with departure effective September 1, 2026.

• · Douglas J. Cornille stepped down as Chief Growth Officer effective June 24, 2026, and will depart the company September 1, 2026.
• · Cornille will receive severance benefits under the 2019 LTIP and the Severance and Change in Control Agreement, as described in the December 16, 2025 proxy statement.
• · Workforce realignment charges of ~$6M are expected primarily in Q3 fiscal 2026; actions substantially complete by end of Q3 fiscal 2026.
• · Annualized savings of $10M–$12M are expected to begin in Q4 fiscal 2026 with the majority realized in fiscal 2027.

24-06-2026

Beam Global (BEEM) entered into a standard industrial/commercial single-tenant lease for two industrial buildings in Yuma, Arizona, totaling approximately 54,369 square feet, for use as offices, warehouse, and manufacturing of solar charging stations. The lease, dated June 16, 2026, includes an initial base rent of $7,810.25 for a partial period (July 15-31, 2026) and a security deposit of $17,581.01, with total due upon execution of $26,953.31. The full term and base rent adjustments are detailed in an addendum (Paragraphs 50-56), which is not fully disclosed in this filing.

• · The lease is a net lease (NNN) with the lessee responsible for taxes, insurance, and maintenance.
• · Lessor warrants that existing electrical, plumbing, fire sprinkler, lighting, HVAC, loading doors, and sump pumps are in good operating condition at start, with a 6-month warranty on HVAC and 30 days on other systems.
• · Lessee has early possession rights prior to the commencement date, with base rent abated during early possession but other obligations (taxes, insurance, maintenance) in effect.
• · If possession is delayed beyond 60 days after the commencement date, Lessee may cancel the lease; if delayed beyond 120 days, the lease terminates automatically unless otherwise agreed.
• · The lease includes provisions for capital expenditure allocation between lessor and lessee for governmentally mandated improvements.

24-06-2026

Identiv, Inc. (INVE) entered into a Stock and Asset Purchase Agreement with Trackonomy Systems, Inc. on June 24, 2026, under which Buyer will purchase the Purchased Equity Interests and Purchased Assets and assume the Assumed Liabilities. Key stockholders have agreed to vote their shares in favor of the transaction and against any competing proposals, granting an irrevocable proxy to Buyer. No financial terms or monetary amounts were disclosed in this filing.

• · The Voting and Support Agreement is dated June 24, 2026.
• · Stockholders granted an irrevocable proxy to Buyer to vote their Covered Shares as specified in Section 1.1.
• · The proxy is coupled with an interest and will survive the death or incapacity of each Stockholder.
• · A Voting Exception exists if the Purchase Agreement is amended without stockholder consent in a manner that reduces consideration or is materially adverse to stockholders.
• · Each Stockholder represents that it holds its Current Shares free and clear of all Encumbrances except as noted.
• · No monetary consideration or per-share price is disclosed in this filing.

24-06-2026

Spring Valley Acquisition Corp. III has entered into a new promissory note with its sponsor, Spring Valley Acquisition III Sponsor, LLC, for up to $1.5 million in working capital advances. The note is non-interest bearing, matures upon the consummation of an initial business combination, and is convertible into warrants at the sponsor's option. No prior period comparisons are available as this is a new arrangement.

• · The principal is repayable on the date of consummation of the initial business combination (Maturity Date).
• · No interest accrues on the unpaid principal.
• · Upon maturity, the sponsor may convert all or part of the outstanding principal into Working Capital Warrants at a conversion price of $0.90 per warrant.
• · Working Capital Warrants will have the same terms as the private placement warrants from the IPO, including transfer restrictions and registration rights.
• · The maker (company) waives any claim to or from the trust account established for the IPO proceeds.
• · The note is governed by Delaware law and is not assignable without the other party's consent.
• · The note includes customary default provisions: non-payment, voluntary bankruptcy, and involuntary bankruptcy with a 60-day grace period.

24-06-2026

Worksport Ltd. announced a premium-priced direct investment of $250,000 at $1.20 per share, representing a 100% premium to its recent trading price of $0.5983, with the investor expressing interest in up to $10 million in additional financing. The company also reported Q1 2026 net sales of $3.3 million (up 47.9% YoY) and gross profit of $854,000 (up 115.5% YoY), with gross margin improving to 26%. However, the company remains not yet cash-flow positive and targets reaching operational cash-flow positivity within 2026, with a quarterly revenue goal of $9M and 35% gross margins.

• · The investment was completed through a registered direct offering under Worksport's effective shelf registration statement on Form S-3.
• · The warrants are exercisable at $1.50 per share.
• · D. Boral Capital LLC acted as exclusive placement agent.
• · Worksport recently announced a distribution relationship with Tri-State Enterprises, projected to become a seven-figure annual account.
• · Terravis Energy secured a newly issued U.S. patent for its ZeroFrost heat-pump technology.
• · The company's shares were trading at $0.5983 prior to the announcement.

24-06-2026

PAVmed Inc. held its annual meeting on June 24, 2026, with 59.6% of shares represented. Stockholders re-elected directors Ronald M. Sparks and Timothy Baxter, approved amendments to the Employee Stock Purchase Plan (increasing shares from 15,774 to 215,774 and raising the annual evergreen limit from 5,556 to 500,000), and ratified CBIZ CPAs P.C. as independent auditor for 2026. All proposals passed with strong support, though broker non-votes were present on director elections and the ESPP amendment.

• · The Board is divided into three classes: Class A (2 directors), Class B (2 directors), Class C (2 directors).
• · Class B directors (Sundeep Agrawal, M.D. and Debra J. White) have terms expiring at the 2027 annual meeting.
• · Class C directors (Lishan Aklog, M.D. and Michael J. Glennon) have terms expiring at the 2028 annual meeting.
• · The ESPP amendment was described in the Definitive Proxy Statement filed on April 30, 2026.
• · The ratification of CBIZ CPAs P.C. had no broker non-votes, indicating full voting participation on that matter.

24-06-2026

Mobiquity Technologies, Inc. mutually agreed to terminate its independent auditor Stephano Slack LLC on June 18, 2026, and engaged M&K, CPA's LLC as its new auditor for the fiscal year ending December 31, 2026. The change was effective June 18, 2026, with the filing reported on June 24, 2026. The dismissal was not related to any disagreements on accounting principles, but the prior audit report contained a going concern qualification. The company is pursuing a new auditor to support its growth and potential national exchange uplisting. No financial metrics or comparisons are provided in this filing.

• · The prior auditor's report for fiscal year ended December 31, 2025 contained an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.
• · There were no disagreements between the company and prior auditor on accounting principles or practices during fiscal 2025 or the subsequent interim period through dismissal.
• · The company considered factors including industry experience, public company audit capabilities, cost efficiencies, and experience assisting micro-cap companies with capital markets initiatives and potential national exchange uplisting requirements when selecting M&K.
• · The company and its representatives had no consultations with M&K regarding accounting principles, disagreements, or reportable events during fiscal 2025 or through June 18, 2026.

24-06-2026

GD Culture Group Ltd (GDC) announced a registered direct offering of approximately $5.45 million, issuing 259,301,306 shares at $0.021 per share, priced at-the-market under Nasdaq rules. The offering is expected to close on June 24, 2026, with Univest Securities, LLC acting as sole placement agent. The company is undergoing a strategic transition toward AI-driven digital human technology and interactive narrative entertainment, but the significant dilution from this offering may pressure existing shareholders.

• · The offering is being made under a shelf registration statement on Form S-3 (File No. 333-292934) filed on January 26, 2026 and effective March 18, 2026.
• · The company is a Nevada corporation and holding company currently transitioning toward AI and virtual content generation technologies.
• · The offering is expected to close on or about June 24, 2026, subject to customary closing conditions.
• · A final prospectus supplement will be filed with the SEC and will be available on the SEC's website.

24-06-2026

Gores Holdings XI, Inc. announced the pricing of its initial public offering of 31,200,000 units at $10.00 per unit, raising $312 million. The units will trade on the Nasdaq Global Market under the ticker 'GHXIU' starting June 23, 2026. The offering is led by Santander as sole underwriter, with a 45-day over-allotment option for up to an additional 4,680,000 units.

• · Each unit consists of one Class A ordinary share and one-fourth of one warrant.
• · Each whole warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share.
• · Class A ordinary shares and warrants are expected to trade separately under symbols 'GHXI' and 'GHXIW' respectively.
• · Santander is the sole underwriter for the offering.
• · The registration statement was declared effective by the SEC on June 22, 2026.
• · The company is a blank check company sponsored by an affiliate of The Gores Group.

24-06-2026

Definium Therapeutics, Inc. (Nasdaq: DFTX) announced a proposed public offering of $500 million in common shares and pre-funded warrants, with an underwriter option for an additional $75 million. The company intends to use net proceeds for R&D, potential commercialization of DT120 ODT, and working capital. However, the offering is subject to market conditions and there is no assurance of completion, size, or terms.

• · The offering is made pursuant to a shelf registration statement on Form S-3 (File No. 333-280548) filed with the SEC on June 28, 2024.
• · Underwriters have a 30-day option to purchase up to $75 million of common shares at the public offering price.
• · The securities are not to be distributed in Canada or to Canadian residents.
• · The offering is subject to market conditions and customary closing conditions; there is no assurance of completion.

24-06-2026

Parks America, Inc. subsidiary Aggieland-Parks, Inc. completed a $2.33 million refinancing with Cendera Bank on June 17, 2026. The 7-year term loan matures June 1, 2033, with a 25-year amortization and a balloon payment, and an initial variable rate of 6.34% (SOFR + 2.70%) that is swapped to a fixed 6.99% via an interest rate swap. The refinancing removes a $2.5 million cash collateral reserve requirement, improving liquidity, but introduces a minimum 1.20x Debt Service Coverage Ratio covenant for both the borrower and parent guarantor.

• · The loan has a 25-year amortization schedule with a balloon payment of the outstanding principal due at maturity on June 1, 2033.
• · The interest rate swap with SouthState Bank (ARC Fixed Rate Provider) is coterminous with the loan and designated as a cash flow hedge.
• · The refinancing removes the $2.5 million cash collateral reserve previously required by Focus Compounding Fund, LC.
• · Financial covenants require a minimum Debt Service Coverage Ratio of 1.20x on a trailing twelve-month basis for both the borrower and parent guarantor.
• · The loan is secured by substantially all assets of Aggieland-Parks, Inc. and guaranteed by Parks! America, Inc.