US Material Events SEC 8-K Filings — July 06, 2026

06-07-2026

Twin Disc, Inc. entered into a new $90M credit facility on June 30, 2026, comprising a $30M term loan and a $60M revolving credit facility, with Bank of Montreal and JPMorgan Chase as lenders. The facility refinances the prior credit agreement from February 2025 and matures on June 30, 2031. The company also granted security interests over substantially all personal property and pledged 65% of equity in certain foreign subsidiaries.

• · The Credit Agreement refinances and replaces the prior credit agreement dated February 14, 2025.
• · Interest rates are based on SOFR, EURIBO Rate, CORRA, or Base Rate, with Applicable Margins ranging from 1.50% to 3.00% for Loans and 0.15% to 0.30% for the Unused Revolving Credit Commitment.
• · Security includes substantially all personal property (accounts receivable, inventory, machinery, IP) and 65% of equity in certain foreign subsidiaries.
• · Upon an Event of Default (other than bankruptcy), the Administrative Agent may terminate commitments, accelerate all loans, and demand cash collateralization of L/C Obligations at 105%.
• · The filing includes multiple ancillary agreements: Amended and Restated Security Agreement, IP Security Agreement, Pledge Agreement, Perfection Certificate, Agreement as to Liens and Encumbrances, and Negative Pledge Agreement.

06-07-2026

Cloudastructure, Inc. (CSAI) entered into an Exchange Agreement with Streeterville Capital, LLC on June 30, 2026, exchanging 1,170 shares of Series 2 Convertible Preferred Stock for a Promissory Note with an original principal amount of $1,299,870. The exchange is intended to comply with Section 3(a)(9) of the Securities Act and does not involve any new cash consideration to the company. The Series 2 Preferred Stock was originally issued under a Securities Purchase Agreement dated March 21, 2025, which allowed for up to $40,000,000 in purchases.

• · The Exchange Note is intended to tack the holding period of the Series 2 Shares from December 15, 2025, for Rule 144 purposes.
• · The Exchange Agreement does not constitute a novation or satisfaction of the Series 2 Shares; the obligations are merely restructured.
• · The Purchase Agreement remains in full force and effect until the Exchange Note is paid in full.
• · No Event of Default under the Series 2 Preferred Stock has been waived by the Investor.
• · The Company received no consideration other than the surrender of the Series 2 Shares.

06-07-2026

Zoomcar Holdings, Inc. completed the third closing of its private placement on June 30, 2026, issuing 195 Series A Units at $1,000 per Unit for gross proceeds of approximately $195,000. The offering, which can total up to $10 million including an overallotment option, also involved extending CEO Deepankar Tiwari's consultancy agreement through May 9, 2027. However, the $195,000 raised in this closing is modest relative to the $5 million base offering target, and the company remains an emerging growth company with no securities registered under Section 12(b) of the Exchange Act.

• · The Offering is scheduled to terminate on July 30, 2026, unless extended by the Company.
• · Subscription amounts were held in escrow with CSC Delaware Trust Company pending the Third Closing.
• · The Warrants expire five years from the date of issuance.
• · The Registration Rights Agreement requires the Company to file a resale registration statement within 15 calendar days after the Third Closing and to use best efforts to have it declared effective.
• · The Company is relying on exemptions under Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D for the unregistered sale of securities.
• · The Placement Agent's exclusive engagement term ended on June 30, 2026, upon completion of the Third Closing.
• · The Amendment to the Consultant Agreement with Deepankar Tiwari was dated June 10, 2026, extending his term from May 9, 2026 to May 9, 2027.

06-07-2026

Vertex Pharmaceuticals (VRTX) has agreed to acquire Crinetics Pharmaceuticals (CRNX) for $85.00 per share in cash, representing a total equity value of approximately $10.0 billion ($8.8 billion net of estimated cash acquired). The deal adds Crinetics' recently launched once-daily oral acromegaly therapy PALSONIFY® and Phase 3 ACTH receptor antagonist atumelnant for congenital adrenal hyperplasia (CAH), with combined peak sales potential of ~$5 billion. The transaction, unanimously approved by both boards, is expected to close in Q3 2026 and immediately contribute to Vertex's revenue growth, though it is not expected to become accretive to non-GAAP operating income until 2029.

• · PALSONIFY was approved by the FDA in September 2025 and recently approved by the EMA; it is under review by other global regulatory bodies.
• · Paltusotine is also in Phase 3 clinical development for carcinoid syndrome associated with neuroendocrine tumors.
• · Atumelnant is in Phase 3 development for CAH and Phase 1/2b for ACTH-dependent Cushing's syndrome.
• · The transaction is expected to become accretive to non-GAAP operating income in 2029.
• · Vertex expects to finance the acquisition using cash on hand and debt, supported by $4.5 billion of fully committed bridge financing.
• · Crinetics has 10+ disclosed programs including CRN09682, a nonpeptide drug conjugate candidate for SST2-expressing tumors.

06-07-2026

On June 29, 2026, Trafalgar Asset Management, LLC, controlled by Porfirio Sanchez Talavera, acquired 100% of the Series A and Series B Preferred Stock of The Greater Cannabis Company, Inc., gaining approximately 96.62% of the aggregate voting power. Concurrently, certain company indebtedness was canceled and extinguished via Debt Cancellation and Release Agreements. Porfirio Sanchez Talavera was appointed CEO and Chairman, while former CEO Aitan Zacharin resigned from all officer positions and will depart the board after a 10-day period.

• · Former CEO Aitan Zacharin's resignation was not due to any disagreement with the company regarding operations, policies, or practices.
• · Porfirio Sanchez Talavera's Trafalgar Asset Management has completed transactions exceeding $2.5 billion in aggregate value.
• · Trafalgar Digital was sold to Walmart de México y Centroamérica in April 2023.
• · Aitan Zacharin facilitated an eight-figure buyout offer from Teladoc for Mediconecta.
• · The company is in final stages of regulatory approval for a 100-patient Phase 2 clinical study for autism-related spectrum disorders.

06-07-2026

Rocky Mountain Chocolate Factory, Inc. appointed Allen C. Harper, age 81, as Interim CEO and Principal Executive Officer effective June 29, 2026. The Board approved aggregate compensation of $200,000 for the interim service period, to be paid in a combination of cash and restricted stock units, though the allocation has not yet been finalized. Mr. Harper, who previously served on the Board from November 2024 to September 2025, is the controlling shareholder of American Heritage Railways, Inc., which reported beneficial ownership of 810,459 shares of RMCF common stock as of June 10, 2026.

• · Mr. Harper previously served as a Board member from November 2024 to September 2025.
• · Mr. Harper is a licensed real estate broker in Florida and holds a BA in Business and Sociology from Principia College with postgraduate studies in Finance at the University of Missouri, St. Louis.
• · There are no arrangements or understandings between Mr. Harper and any other person regarding his appointment, and no family relationships with any director or executive officer of the Company.
• · The allocation between cash and restricted stock units for the $200,000 compensation has not yet been finalized and will be disclosed in a subsequent filing.

06-07-2026

T. Rowe Price OHA Select Private Credit Fund issued $400M in 6.500% Notes due 2031, raising net proceeds of approximately $391.4M. The notes are unsecured and rank pari passu with existing unsecured debt but junior to secured obligations. Proceeds will be used for investments, reducing borrowings, and general corporate purposes.

• · The Notes mature on July 2, 2031, and interest is payable semi-annually on January 2 and July 2, commencing January 2, 2027.
• · The Fund may redeem the Notes in whole or in part at any time at redemption prices set forth in the Indenture.
• · The Indenture includes covenants requiring compliance with asset coverage requirements under the Investment Company Act of 1940, even if the Fund is no longer subject to those requirements.
• · Upon a change of control repurchase event, the Fund must offer to repurchase the Notes at 100% of principal plus accrued interest.
• · The Notes were offered under Rule 144A and Regulation S, and have not been registered under the Securities Act.
• · The Fund entered into a Registration Rights Agreement obligating it to file an exchange offer registration statement or a shelf registration statement for the Notes.

06-07-2026

Eagle Bancorp Inc. appointed Stephen R. Curley to the boards of the Company and its subsidiary EagleBank, effective July 6, 2026, in connection with his previously announced role as President and CEO. Mr. Curley will not receive additional compensation for his board service. No related party transactions or other arrangements were disclosed.

• · Appointment effective July 6, 2026, following the June 29, 2026 board meeting.
• · Committee assignments for Mr. Curley are to be determined at a later date.
• · No additional compensation for board service beyond his existing CEO compensation.

06-07-2026

Unum Group announced a $3.8 billion long-term care (LTC) reinsurance transaction with Fortitude Re, covering 26% of total LTC statutory reserves and 52% of individual LTC reserves as of March 31, 2026. Combined with a prior 2025 transaction, cumulative LTC statutory reserve reduction reaches approximately 40%. The transaction is expected to close in 2026, with Unum maintaining a strong capital position and unchanged capital deployment priorities.

• · Unum will retain administration of the reinsured business, including claims handling and premium rate increase program management.
• · Fortitude Re will retrocede biometric risk on the reinsured block to a highly rated global reinsurer.
• · Transaction is expected to be funded through a combination of Fairwind excess capital, holding company liquidity, and financing related to future tax benefits.
• · Year-end 2026 holding company liquidity expected to be $1.5 billion to $2.0 billion.
• · Transaction's impact on operating earnings is expected to be limited to foregone investment income and incremental interest expense associated with transaction financing.
• · Conference call scheduled for July 6, 2026 at 8:00 a.m. ET.

06-07-2026

BioXcel Therapeutics entered into the Tenth Amendment to its Credit Agreement with Oaktree-led lenders, capitalizing accrued interest and deferring a $9.0M principal and interest payment from June 30 to July 31, 2026. The amendment reduces the minimum liquidity covenant from $12.5M to $7.5M, but requires the company to secure a definitive transaction by July 31, 2026 that repays all obligations or provides alternative capital. The company also agreed to form a strategic process committee with exclusive authority over restructuring or sale, and imposed strict negative covenants, including a compensation freeze and bi-weekly cash flow reporting, reflecting significant financial distress.

• · The company paid a fee of 100 basis points (1.00%) of the outstanding principal amount, paid in kind by adding to principal.
• · The company is prohibited from entering into, terminating, or modifying compensation arrangements with directors, officers, or employees through July 31, 2026.
• · Disbursements for any two-week period cannot exceed 115% of the aggregate budgeted amount for that period.
• · The company must hold weekly meetings with lenders and financial advisors and deliver a 13-week cash flow budget bi-weekly.
• · The company agreed to waive any restrictions on lenders assigning their interests to third parties.

06-07-2026

Coda Octopus Group, Inc. announced the retirement of Interim CFO Gayle Jardine effective August 3, 2026, and the appointment of Mark Kelly as the new CFO, effective the same date. Mr. Kelly brings extensive finance leadership experience from Medac Pharma, Chubb Insurance, Twist Bioscience, and Charles River Laboratories. He will receive an annual base salary of £165,000 (approximately $218,625) and a restricted stock grant valued at $40,000, subject to vesting and performance milestones.

• · Mark Kelly's appointment is subject to a three-month probationary period, which may be extended by up to two additional months at the company's discretion.
• · The restricted stock grant vests in two equal annual installments commencing October 31, 2027, and is subject to performance milestones.
• · Mr. Kelly qualified as a Chartered Accountant through the Institute of Chartered Accountants of Scotland in 1996 and holds a BA Honours in Accounting and Finance from the University of Strathclyde.

06-07-2026

Avnet Inc. and its subsidiary Avnet Receivables Corporation entered into Amendment No. 9 to their Fourth Amended and Restated Receivables Purchase Agreement, dated July 1, 2026, with a syndicate of financial institutions led by Wells Fargo Bank, N.A. as Agent. The amendment updates the facility commitments, reallocates purchaser interests, and extends the receivables purchase program, with total commitments of $700 million across five financial institutions. No financial performance metrics or period-over-period comparisons are provided in this filing.

• · The amendment was executed on July 1, 2026, and filed on July 6, 2026.
• · The original agreement was dated August 16, 2018, and has been amended nine times.
• · The facility is governed by New York law and includes a waiver of jury trial.
• · Conditions for effectiveness included receipt of executed counterparts, a Purchaser Fee Letter, a legal opinion, and representations that no Amortization Event or Potential Amortization Event exists.

06-07-2026

ITG, Inc. filed an Amended and Restated Certificate of Incorporation on July 6, 2026, reclassifying its existing common stock into a dual-class structure with 1 billion Class A shares and 200 million Class B shares, and authorizing 5 million preferred shares. The Class B shares are non-dividend, non-liquidating, and subject to strict transfer restrictions, tied one-to-one to Common Units in ITG Parent LLC. This restructuring appears to consolidate control among existing LLC owners while providing a path for Class B holders to exchange their units for Class A shares.

• · The reclassification was effective upon filing with the Delaware Secretary of State on July 6, 2026.
• · Each share of Old Common Stock (par value $0.01) was automatically reclassified into one share of Class A Common Stock.
• · Class B Common Stock can only be issued to and held by Permitted Class B Owners (Existing Opco LLC Owners and their Permitted Transferees).
• · Class B shares carry one vote per share but no dividend rights and no liquidation rights.
• · Class B shares are subject to strict transfer restrictions; any transfer in violation is void and the shares become non-voting.
• · The Company must reserve sufficient Class A shares to exchange all outstanding Common Units (excluding those held by the Company).
• · Preferred Stock terms are to be fixed by the Board at issuance.

06-07-2026

Verses AI Inc. announced the resignations of CFO James Christodoulou (June 26, 2026) and Interim CEO David Scott (June 30, 2026), which align with the previously announced discontinuation of its AI research and development activities. The company is pursuing financing and strategic opportunities to maximize shareholder value, but warns there is no assurance of any transaction or that operations will continue.

• · The resignations are effective June 26, 2026 (CFO) and June 30, 2026 (Interim CEO).
• · The company has discontinued its artificial intelligence research and development activities.
• · There is no assurance that any financing or strategic transaction will be completed or that the company will continue operations.

06-07-2026

FreeCast, Inc. (CAST) announced a $23.7 million private placement of common stock and pre-funded warrants to new institutional and existing long-term investors. The offering, expected to close on July 2, 2026, will provide working capital and general corporate purposes. While the financing strengthens the company's financial foundation, it also dilutes existing shareholders and the securities are not initially registered under the Securities Act.

• · Pre-funded warrants have an exercise price of $0.0001 per share and do not expire until exercised.
• · The offering is exempt from registration under Section 4(a)(2) of the Securities Act and/or Regulation D.
• · FreeCast has agreed to file a resale registration statement with the SEC covering the shares sold in the offering.
• · The company's technology integrates live TV, streaming services, on-demand programming, free ad-supported channels, and digital media into a unified interface.

06-07-2026

Mitesco, Inc. (MITI) secured a $30 million equity line of credit from longtime investor C/M Capital Partners, L.P., intended to fund strategic technology acquisitions and accelerate growth in data center, AI, and real estate software verticals. The facility supplements $10 million in existing obligations and carries a 10% market discount pricing with a 2% fee. However, the company faces dilution risk from the discounted equity issuance, and its past healthcare business activities remain a drag, as some funds may be used to retire bridge debt and historical obligations.

• · The equity line of credit allows Mitesco to draw funding on its own schedule over up to 36 months.
• · Pricing for stock issued is generally at a 10% discount to market, subject to adjustment under certain conditions.
• · The company expects to file a registration statement shortly to make shares free-trading.
• · Some funding may be allocated to retiring bridge debt and historical obligations from the now-discontinued healthcare business.
• · The company's investor contact is Jimmy Caplan (512) 329-9505 / jimmycaplan@me.com; company contact is Brian Valania (610) 888-7509 / bvalania@centcoreusa.com.

06-07-2026

Bain Capital Private Credit, as servicer, and its subsidiary BCPC II-J, LLC, as borrower, entered into a Second Amendment to their Loan and Security Agreement dated June 30, 2026. The amendment modifies terms of the original agreement from August 21, 2024, with JPMorgan Chase as administrative agent and Deutsche Bank entities as collateral agent, administrator, and securities intermediary. The filing does not disclose specific financial figures or performance metrics, so no period-over-period comparisons are available.

• · The amendment was entered into among BCPC II-J, LLC as borrower, Bain Capital Private Credit as servicer, JPMorgan Chase as administrative agent, and Deutsche Bank entities as collateral agent, collateral administrator, and securities intermediary.
• · Effectiveness of the amendment is conditioned on delivery of executed signature pages, payment of outstanding fees per the Amended and Restated Administrative Agency Fee Letter, delivery of an enforceability opinion from counsel, and receipt of organizational certificates.
• · The amendment modifies the Loan and Security Agreement originally dated August 21, 2024, with changes reflected in Exhibit A attached to the filing.

06-07-2026

New ERA Energy & Digital, Inc. announced a major executive restructuring effective July 1, 2026. Charles Nelson was promoted from President/COO to Chairman and CEO, Ted Warner was appointed President (retaining CFO role) and joined the Board, and José Rodriguez was hired as COO from Microsoft/ByteDance. Meanwhile, former CEO E. Will Gray II resigned from the Board and was reassigned to President of the Permian Basin under a new employment agreement through 2030.

• · Charles Nelson's employment agreement amendment only changes his title; all other terms remain unchanged from the Feb 2, 2026 filing.
• · Ted Warner's employment agreement amendment adds President to his CFO title; other terms unchanged from March 18, 2026 filing.
• · José Rodriguez previously served as Vice President, Data Center Engineering and Operations at the Company before promotion to COO.
• · Rodriguez's PSUs replace any prior performance-vesting RSU award and vest upon certification of management objectives over a 5-year period starting Jan 1, 2026.
• · E. Will Gray II's resignation from the Board was not due to any disagreement with the Company.
• · Gray's severance under his new agreement includes base salary through July 1, 2030, unpaid prior-year bonus, and a lump-sum for benefit premiums through July 1, 2030.

06-07-2026

Scilex Holding Company announced a binding term sheet for a $100 million strategic investment from iHolding Group LLP, a Kazakhstan-based private investment group. The investment, at $15.00 per share for approximately 6.67 million shares, is intended to support growth initiatives including product development, commercialization, and acquisitions. However, the transaction remains subject to due diligence, definitive agreements, board and stockholder approvals, and regulatory clearances, creating execution risk.

• · iHolding Group LLP is headquartered in Almaty, Republic of Kazakhstan, and focuses on healthcare, technology, and cross-border strategic investments.
• · The proposed investment is one of the largest Kazakhstan-origin healthcare investments into a U.S.-listed biopharmaceutical company in recent years.
• · Scilex's commercial products include ZTlido®, ELYXYB®, and Gloperba®; pipeline candidates include SP-102 (SEMDEXA™), SP-103, and SP-104.
• · The transaction requires approval from Scilex's stockholders and any required regulatory approvals.

06-07-2026

Kyndryl announced the appointments of Ellen Johnson as incoming CFO (effective August 6, 2026) and Andrew Bonzani as General Counsel and Secretary (effective immediately). Johnson joins from IPG, where she served as EVP and CFO from 2020 to 2025, while Bonzani also comes from IPG and previously spent 18 years at IBM. Interim CFO Harsh Chugh will continue through August 5, 2026, and Interim General Counsel Mark Ringes returns to his Deputy General Counsel role.

• · Johnson will join Kyndryl on July 20, 2026, and assume CFO role on August 6, 2026.
• · Harsh Chugh will serve as Interim CFO through August 5, 2026, when Kyndryl plans to file its first-quarter 2027 earnings report and Form 10-Q.
• · Bonzani's appointment is effective immediately; he served as EVP and General Counsel at IPG from 2021 to 2025.
• · Mark Ringes, who served as Interim General Counsel and Secretary, returns to his role as Deputy General Counsel.

06-07-2026

ProFrac Holding Corp. completed the refinancing of its asset-based lending facility, replacing a $275 million facility with a new $300 million revolving credit facility from Eclipse Business Capital LLC, which matures in July 2030. The new facility provides improved borrowing base terms, increased liquidity, and an extended maturity profile, while also including an uncommitted accordion feature allowing for up to $325 million in total commitments. The refinancing was executed to repay the prior facility and support the company's strategic initiatives.

• · The Eclipse ABL Credit Facility is secured by first-priority liens on current asset collateral and second-priority liens on fixed asset collateral.
• · Borrowings bear interest at Adjusted Term SOFR plus 4.25% until January 1, 2027, then at Base Rate plus 3.00%-3.50% or Adjusted Term SOFR plus 4.00%-4.50% based on availability and a fixed charge coverage ratio pricing grid.
• · The credit agreement contains customary events of default including nonpayment, material inaccuracy of representations, covenant defaults, cross-defaults, insolvency, judgments, ERISA events, and change of control.
• · During an event of default, the interest rate may increase by 2.00%.
• · Moelis & Company LLC acted as exclusive placement agent, and Gibson, Dunn & Crutcher LLP as legal counsel.

06-07-2026

Greenpro Capital Corp. (GRNQ) raised $100,000 in gross proceeds through a private placement of 65,591 shares of common stock at $1.5246 per share, sold to its CEO, President and Director, Mr. Lee Chong Kuang. The offering closed on June 30, 2026, and proceeds will be used for operating capital. Following the transaction, Mr. Lee and his spouse hold an aggregate of 2,106,799 shares, representing approximately 11.62% of the outstanding common stock.

• · The offering was made under exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S.
• · No underwriters were involved in the offering.
• · The per share purchase price was $1.5246.
• · The filing was made on July 6, 2026, reporting the event that occurred on June 30, 2026.

06-07-2026

Keel Infrastructure Corp. (Nasdaq: KEEL; TSX: KEEL) announced the appointment of Ganesh Aiyer as President, effective July 6, 2026. Mr. Aiyer, formerly Chief Business Officer at Digital Realty Trust, brings 25 years of experience in data center and technology sectors and will lead commercial and pipeline expansion activities. The filing does not include any financial results or period-over-period comparisons, so no negative or flat metrics are present.

• · Keel Infrastructure trades on Nasdaq and TSX under ticker 'KEEL'.
• · Keel is headquartered in New York City.
• · Keel's development pipeline is 2.2 gigawatts with established grid interconnections in Pennsylvania, Washington, and Québec.
• · Mr. Aiyer previously held senior executive roles at Schneider Electric and Dell Technologies.

06-07-2026

iPower Inc. (IPW) announced it secured a $2.0 million convertible note investment from an institutional investor, providing unrestricted growth capital to advance AI, supply chain infrastructure, and other strategic initiatives. Management views the financing as a vote of confidence in its strategy to drive revenue growth and profitability, though the amount is relatively modest for a publicly traded company.

• · The financing is unrestricted, giving iPower full discretion to deploy capital toward high-priority opportunities.
• · The company is expanding into AI infrastructure investments and related financing ecosystems beyond its established e-commerce operations.
• · iPower seeks to participate in the growth of compute, data center, and infrastructure layers that support artificial intelligence.

06-07-2026

Big Digital Energy (BGDE) announced a 50/50 joint venture with 10NetZero to acquire a power-ready 50-acre site in Hood County, Texas, for AI datacenter development. The site currently has 17 MW of operational power, expandable to 111 MW of grid power (subject to ERCOT validation) and up to 311 MW with behind-the-meter natural gas generation. The acquisition would increase BGDE's total operational capacity from 129 MW to 146 MW, but the deal is subject to a letter of intent and closing conditions, with no definitive agreement yet in place.

• · The site has over 30,000 square feet of existing structures to be repurposed for datacenter use and an administrative office as a Command Center.
• · Two 12-inch and one 20-inch natural-gas pipelines provide option for behind-the-meter generation.
• · Northland Capital Markets engaged as financial advisor for AI/HPC evaluation and site-level financing.
• · Company is actively evaluating expansion opportunities within its current powered land portfolio and potential acquisitions from an affiliate of its executive management team.
• · The deal is currently only a letter of intent; no definitive agreement has been signed, and closing conditions remain.

06-07-2026

Readvantage Corp. appointed David Gaertner and David Mutina to its Board of Directors on July 2, 2026. Both bring technology and operations experience, but no compensatory arrangements or committee assignments were made at the time of appointment. The filing contains no financial data or performance metrics.

• · David Gaertner, age 42, has been a Business Development Manager for a technology company since 2018.
• · David Mutina, age 44, has been a Project Manager at Y Soft since 2018.
• · Neither director was appointed to any Board committee at the time of appointment.
• · No compensatory arrangements were entered into with either new director.
• · No family relationships exist between the new directors and other officers/directors.
• · No transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.

06-07-2026

Sadot Group Inc. appointed Aleksandr Zhandov as Chief Operating Officer and Deputy Chief Executive Officer, effective July 6, 2026. Mr. Zhandov brings extensive experience in information technology and cybersecurity, and will receive an annual base salary of $120,000 with eligibility for discretionary bonuses and equity awards, but no severance payments are provided under the employment agreement.

• · Mr. Zhandov has served as an independent consultant since August 2021, focusing on market research, cybersecurity, and technology strategy.
• · He previously held engineering roles at Archway Computer from May 2011 to May 2024, including System Engineer and Senior System Engineer.
• · The employment is at-will, and the agreement includes customary confidentiality, non-competition, non-solicitation, and clawback provisions.
• · No severance payments are provided upon termination.

06-07-2026

Churchill Capital Corp XI (CCXI), a SPAC, has entered into a promissory note agreement with its sponsor, Churchill Sponsor XI LLC, allowing for drawdowns of up to $1.5 million to fund working capital in connection with its initial business combination. The note is non-interest bearing and matures upon the earlier of the consummation of a business combination or the liquidation of the SPAC. The sponsor has waived any claims against the trust account, and the unpaid principal may be converted into units at $10.00 per unit at the sponsor's option.

• · The note is governed by New York law and includes a trust waiver preventing the sponsor from seeking recourse against the SPAC's trust account.
• · The note may be converted into units at the sponsor's option at a price of $10.00 per unit, with the units being identical to those issued in the private placement at IPO.
• · Holders of conversion units are entitled to up to three underwritten demands and piggyback registration rights under the existing Registration Rights Agreement dated December 16, 2025.
• · No interest accrues on the unpaid principal balance.

06-07-2026

Fathom Holdings Inc. (FTHM) amended the Equity Purchase Agreement for the sale of Dagley Insurance Agency, deferring a $3.0 million payment due May 3, 2026 into three installments: $985,000 (paid prior to June 30), $1,000,000 (paid July 1, 2026), and $1,015,000 (due September 1, 2026). In exchange, Nathan Dagley agreed to cancel 278,000 shares of FTHM common stock, and both parties provided mutual releases of claims. The amendment also extends the Seller Affiliates Obligation to introduce clients to Dagley Insurance through May 2, 2028, subject to a service standard.

• · The amendment was effective as of June 30, 2026.
• · Interest accrues at 1.50% per month on any unpaid installment amounts.
• · The Seller is entitled to recover reasonable attorneys' fees and expenses if legal action is needed to enforce the amendment.
• · The Seller Affiliates Obligation to introduce clients to Dagley Insurance runs through May 2, 2028.
• · The service standard requires performance at a level of quality substantially similar to the prior 12 months.

06-07-2026

Waste Energy Corp. announced the resignation of CFO Braden Glasbergen effective June 30, 2026, for personal reasons, with no disagreement with the company. The Board appointed President and CEO Scott Gallagher as Interim CFO and director W. Scott McBride as Interim Treasurer and Secretary, both effective July 1, 2026, with no additional compensation.

• · Braden Glasbergen resigned effective June 30, 2026, for personal reasons, with no disagreement with the company.
• · Scott Gallagher (age 59) has served as President since 2022 and Chairman and CEO since 2024; he has prior CFO experience at other public companies.
• · W. Scott McBride (age 54) has served as a director since 2024 and holds a Master's degree; his daughter Marley McBride provides R&D consulting services to the company.
• · Neither Gallagher nor McBride will receive additional compensation for their interim roles.

06-07-2026

Oragenics, Inc. held its Annual Meeting on June 29, 2026, where all six director nominees were re-elected and shareholders approved a non-binding advisory vote on executive compensation, a reverse stock split authorization (ratio between 1:2 and 1:50), and the ratification of Cherry Bekaert LLP as auditors. Additionally, the company appointed John Spencer, formerly Senior Controller, as Chief Financial Officer effective July 1, 2026, with a base salary of $200,000 and a $25,000 option award. While the reverse stock split authorization passed, it received significant opposition (836,159 against vs. 1,239,961 for), and the advisory vote on executive compensation showed notable dissent (478,522 against vs. 806,898 for).

• · John Spencer, age 32, joined Oragenics in April 2025 as Senior Controller and is a Certified Public Accountant in Florida.
• · The reverse stock split authorization passed with 1,239,961 for vs. 836,159 against, indicating notable shareholder opposition.
• · Advisory vote on executive compensation received 478,522 against vs. 806,898 for, with 24,545 abstentions and 793,522 broker non-votes.
• · Cherry Bekaert LLP was ratified as independent auditors with 1,887,381 for, 184,883 against, and 31,225 abstentions.
• · The Employment Agreement with John Spencer includes customary confidentiality, non-competition, and non-solicitation provisions.

06-07-2026

Nomadar Corp. appointed Joaquin Martin, its Chief Executive Officer of the Americas & Global Vice-Chairman, to the Board effective July 3, 2026. Concurrently, Manuel Vizcaino resigned as co-chairman and board member, with no disagreement cited. Mr. Martin will not receive additional director compensation.

• · Joaquin Martin, age 55, has been with Nomadar since September 2023, previously serving as Chief Communications and Investor Relations Officer.
• · Martin holds multiple advanced degrees including a Master's in Innovation from MIT and a Master's in Leadership and Strategy from IE Business School.
• · Manuel Vizcaino's resignation was not due to any disagreement with the company.
• · Martin will not receive additional compensation for his board service; his existing employment agreement governs his compensation.

06-07-2026

Extra Space Storage Inc. completed a public offering of $550M in 4.900% Senior Notes due 2032, with proceeds used for general corporate purposes. The notes are guaranteed by the company and certain subsidiaries, and rank equally with existing senior unsecured debt but are structurally subordinated to secured debt. The offering was priced at 99.702% of par, and the notes mature on February 1, 2032.

• · The notes are governed by a base indenture dated May 11, 2021, as supplemented by a sixteenth supplemental indenture dated July 6, 2026.
• · Interest is payable semi-annually on February 1 and August 1, beginning February 1, 2027.
• · The issuer may redeem the notes at any time at the greater of 100% of principal or a make-whole premium, plus accrued interest; after January 1, 2032, redemption price is 100% of principal plus accrued interest.
• · Events of default include failure to pay interest for 30 days, failure to pay principal when due, failure to comply with other agreements for 60 days after notice, failure to pay other debt over $100M, and bankruptcy events.
• · The offering was made under an effective shelf registration statement (No. 333-278690) filed April 15, 2024.

06-07-2026

On July 1, 2026, Dr. Monica Bertagnolli resigned from the Board of Directors of Natera, Inc., effective immediately, due to her new position with the National Academy of Medicine. Her resignation was not due to any disagreement with the company regarding its operations, policies, or practices.

• · Dr. Bertagnolli's resignation was effective July 1, 2026.
• · She resigned from both the Board and all Board committees.
• · The resignation was not due to any disagreement with Natera's operations, policies, or practices.

06-07-2026

Avalanche Treasury Corp filed an 8-K on July 6, 2026, announcing the resignation of Sarkees John Nahas from the board, effective July 1, 2026. The filing includes a resignation letter as Exhibit 17.1. No financial impact or replacement details were disclosed.

• · Resignation effective July 1, 2026, with filing on July 6, 2026.
• · No reason for resignation provided in the filing.
• · No successor or interim director named.

06-07-2026

IGC Pharma issued 4,274,853 shares of common stock to CEO Ram Mukunda and VP/PFO Claudia Grimaldi at $0.27 per share in exchange for cancellation of $1,154,210 in outstanding obligations, including personal cash advances and deferred amounts. The transaction reduced the Company's liabilities with no cash outlay and increased stockholders' equity, but resulted in significant dilution to existing shareholders.

• · The shares were issued at $0.27 per share, which may be below recent market price, indicating potential dilution.
• · The transaction was approved by independent directors and the Audit Committee with interested directors recused, complying with Rule 16b-3.
• · The shares are restricted securities and cannot be resold without registration or an exemption, and are subject to Section 16, insider trading policy, and NYSE American rules.
• · No underwriting discounts or commissions were paid, and no general solicitation was used.

06-07-2026

Empery Digital Inc. announced the early termination of its stockholder rights plan, with the Board approving an amendment to accelerate expiration to July 6, 2026, approximately seven months ahead of its original February 2, 2027 date. The Board determined the plan is no longer necessary to serve shareholder interests, though it may consider adopting a new plan in the future. The termination is administrative and has no effect on the company's common stock or Nasdaq listing.

• · Original rights plan expiration was February 2, 2027; accelerated to July 6, 2026
• · Company may consider adopting a new stockholder rights plan in the future
• · Termination actions are administrative with no effect on common stock or Nasdaq listing
• · Company employs a bitcoin treasury strategy focused on aggregating bitcoin and maximizing bitcoin per share

06-07-2026

Commerce Bancshares, Inc. approved special time-vested RSU grants to two named executive officers, Kevin G. Barth and Charles G. Kim, as part of succession planning. Each grant covers 44,262 shares with three-year cliff vesting, contingent on continued employment, with modified provisions for death/disability and non-competition.

• · The RSUs vest on a three-year cliff basis, contingent on continued employment.
• · Pro rata vesting occurs in the event of death or disability, but not upon retirement before the vesting period ends.
• · A non-competition covenant applies following any termination of service for any reason.
• · The grants were approved by the Compensation and Human Resources Committee on July 1, 2026.

06-07-2026

Healthy Extracts Inc. announced the resignation of Kevin 'Duke' Pitts as President, COO, and board member effective July 1, 2026. The positions of President and COO will remain vacant until further notice, with CEO Donald Swanson continuing to lead the company. This leadership change introduces operational uncertainty as key executive roles are left unfilled.

• · The resignation was effective July 1, 2026, and the filing was made on July 6, 2026.
• · The company has not announced any interim or permanent replacements for the President or COO roles.

06-07-2026

Eureka Acquisition Corp adopted a Fourth Amended and Restated Memorandum and Articles of Association via a special resolution passed on June 29, 2026. The updated governing documents outline the company's share capital structure of US$50,000 divided into 390,000,000 Class A Shares, 100,000,000 Class B Shares, and 10,000,000 Preference Shares, all with a par value of US$0.0001 each, and include provisions for business combinations, mergers, and tax filings. The filing reflects standard corporate governance updates for a blank check company, with no specific financial performance data or operational metrics disclosed.

• · The company is incorporated in the Cayman Islands with registered office at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009.
• · The company is a blank check company (special purpose acquisition company) as indicated by the Business Combination provisions requiring a target business with fair market value of at least 80% of trust account assets.
• · The company may not effectuate a business combination solely with another blank check company or similar company with nominal operations.
• · The articles include provisions for Class B Share conversion, mergers and consolidations, and certain tax filings.
• · No financial results, revenue, or operational metrics were reported in this filing.

06-07-2026

DLH Holdings Corp. announced a leadership transition effective June 30, 2026, with CEO Zach Parker retiring after 16 years. Kathryn JohnBull, formerly CFO, has been appointed CEO and President, and Steve Oroho has been promoted to CFO. The outgoing CEO will remain as a board member and advisor through fiscal 2026, then serve as a consultant in fiscal 2027.

• · Zach Parker will remain on the Board and serve as a consultant in fiscal 2027 for strategic growth pursuits.
• · Kathryn JohnBull joined DLH as CFO in 2012 and has been with the company for 14 years.
• · Steve Oroho joined DLH in 2018 as Senior Vice President, Finance & Accounting.
• · The company provides digital transformation, cybersecurity, systems engineering, and science R&D solutions to federal agencies.

06-07-2026

Timken Company entered into a Sixth Amended and Restated Credit Agreement dated July 2, 2026, replacing the prior Fifth Amended and Restated Credit Agreement from December 2022. The new facility is co-administered by Bank of America and JPMorgan Chase, with KeyBank and PNC as co-syndication agents, and includes a revolving credit facility with pricing tied to Timken's debt ratings (initially set at Pricing Level 3, BBB/Baa2). The agreement provides for borrowings in multiple currencies and includes customary representations, covenants, and events of default.

• · The agreement replaces the Fifth Amended and Restated Credit Agreement dated December 5, 2022.
• · Co-administrative agents: Bank of America, N.A. and JPMorgan Chase Bank, N.A.
• · Co-syndication agents: KeyBank National Association and PNC Bank, National Association.
• · Documentation agent: Wells Fargo Bank, National Association.
• · Paying agent for Non-EEA Agented Borrowers, L/C Issuer, and Swing Line Lender: JPMorgan Chase Bank, N.A.
• · Paying agent for EEA Agented Borrowers: J.P. Morgan SE.
• · Joint lead arrangers and joint bookrunners: BofA Securities, Inc., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets Inc., and PNC Capital Markets LLC.
• · Initial pricing set at Pricing Level 3 (BBB/Baa2) with an Applicable Rate of 1.015% for Term SOFR loans and a facility fee of 0.110%.
• · The agreement includes provisions for borrowings in multiple currencies (Committed Currencies) and allows for Designated Borrowers (subsidiaries).
• · Financial covenants are referenced in Section 8.11 but not detailed in the excerpt.
• · The agreement includes standard representations, affirmative and negative covenants, and events of default.

06-07-2026

Fortress Net Lease REIT increased its credit facilities by $100 million to an aggregate $1.9 billion, adding Regions Bank as a new lender. The revolving credit facility grew from $1.475 billion to $1.545 billion, and the term loan facility increased from $325 million to $355 million. The expansion strengthens the REIT's liquidity without triggering repayment obligations.

06-07-2026

RxSight announced a non-exclusive collaboration with Alcon to develop adjustable presbyopia-correcting intraocular lenses (PCIOLs) combining RxSight's light-adjustable technology with Alcon's PCIOL optical designs. RxSight will receive a $60 million upfront payment and up to $140 million in development and regulatory milestones, plus royalties on net sales, while Alcon will lead global commercialization. The collaboration is a significant validation of RxSight's platform but involves no guaranteed revenue beyond the upfront payment and carries typical development and regulatory risks.

• · Collaboration is non-exclusive, allowing RxSight to potentially partner with others.
• · RxSight will be responsible for development and manufacturing; Alcon leads commercialization.
• · RxSight will receive royalties on net sales, but royalty rates are not disclosed.
• · The agreement covers novel post-operative light adjustable PCIOL technologies, not RxSight's existing LAL products.
• · Alcon is described as the global leader in eye care with a heritage spanning over 75 years.

06-07-2026

Kalaris Therapeutics, Inc. (KLRS) reported the resignation of Dr. Morana Jovan-Embiricos from its board of directors and Audit Committee effective July 3, 2026, with no disagreement disclosed. Concurrently, the company elected Laurie Keating as a Class I director and Audit Committee member effective August 1, 2026, granting her an option to purchase 18,000 shares and annual cash compensation of $40,000 plus $7,500 for Audit Committee service. The filing contains only board changes with no financial results, so no positive or negative performance metrics are present.

• · Laurie Keating's term as Class I director expires at the 2027 annual meeting of stockholders.
• · The stock option vests in equal monthly installments over three years, with full acceleration upon a change in control.
• · No arrangements or understandings exist between Ms. Keating and other persons regarding her election; no family relationships with directors or executive officers; no transactions requiring disclosure under Item 404(a).
• · Ms. Keating will enter into the company's standard indemnification agreement, covering expenses like attorneys' fees, judgments, fines, and settlements.

06-07-2026

On July 1, 2026, Powell Industries' Compensation Committee approved a special one-time award of 36,000 RSUs to CEO Brett A. Cope to incentivize his continued service beyond age 60. The award is backloaded, with 25% vesting in each of 2027 and 2028 and the remaining 50% vesting in 2029, and forfeited if he retires before a vesting date. The filing does not disclose any financial metrics or performance comparisons.

• · The award is intended to incentivize continued service beyond the date Mr. Cope reaches age 60, when he becomes eligible to retire and receive immediate vesting of outstanding equity awards under his Employment Agreement.
• · Vesting schedule: 25% on July 1, 2027; 25% on July 1, 2028; 50% on July 1, 2029.
• · If Mr. Cope retires before a vesting date, the unvested portion of the award will not vest, accelerate, or continue to vest.
• · The Committee considered input from an independent compensation consultant, including a review of Mr. Cope's compensation over the past ten years and special equity awards at peer companies.

06-07-2026

Ashford Hospitality Trust completed the sale of the 351-room Hyatt Regency Savannah on June 30, 2026, for net cash proceeds of approximately $157.6 million. The company also paid approximately $159.0 million to repay the mortgage loan partially secured by the property. The pro forma financials show that the disposition reduces total hotel revenue by $40.4 million for FY2025 and $10.0 million for Q1 2026, while the company's net loss attributable to common stockholders improves from $(215.0) million to $(130.8) million for FY2025 due to a non-recurring gain of $91.0 million.

• · The mortgage loan repaid was secured by 16 hotels including Hyatt Savannah.
• · Pro forma total assets decreased from $2.61B to $2.53B.
• · Pro forma indebtedness, net decreased from $2.29B to $2.13B.
• · The pro forma net loss for Q1 2026 actually worsened slightly from $(71.1)M to $(72.5)M after removing the hotel's positive contribution.
• · The company recorded a non-recurring gain of $91.0M in FY2025 pro forma, but no such gain in Q1 2026 pro forma.

06-07-2026

Agenus Inc. entered into an amendment with existing noteholders to extend the maturity of $5.09M in 2015 senior subordinated promissory notes by eight months to February 18, 2027, and extended the expiration of previously issued warrants (2022 A, 2022 B, and 2025 C) to June 25, 2031. The company also issued new 2026 D Warrants to purchase 56,525 shares at $3.25 per share, expiring June 25, 2031, with a commitment to register the underlying shares for resale within 90 days. The amendment provides near-term liquidity relief but dilutes existing shareholders through the issuance of additional warrants.

• · The 2015 Notes' interest rate and all other terms remain unchanged.
• · The New D Warrants and underlying shares are unregistered and issued under Section 4(2) exemption.
• · No commission or remuneration was paid for soliciting the issuance.
• · The company must file a resale registration statement for the New D Warrant shares within 90 days after June 29, 2026.

06-07-2026

S&P Global announced a reorganization of its Market Intelligence division into two verticals—Kensho Data & Platforms and Enterprise Solutions—to accelerate AI-driven solutions and platform capabilities. The company also disclosed the retirement of Chief Legal Officer Steve Kemps, effective December 31, 2026, with a successor search underway. The changes aim to align capabilities with evolving customer needs and improve revenue growth and margins, while moving Maritime & Trade to Energy and Credit Analytics to Ratings.

• · S&P Global has recast previously reported quarterly segment financial information for 2025 and Q1 2026 to reflect revised reportable divisions, accessible on the Investor Relations website.
• · Steve Kemps joined S&P Global in 2016 and previously served as EVP and General Counsel at Quanta Services.
• · The company has launched a search for Kemps' successor; if appointed before his departure, he will transition to a special advisor to the CEO.

06-07-2026

Neutron Holdings, Inc. (Lime) entered into a Credit Agreement dated July 2, 2026, with JPMorgan Chase Bank, N.A. as Administrative Agent, and JPMorgan, Citizens Bank, and Goldman Sachs as Joint Lead Arrangers and Bookrunners. The agreement provides revolving credit facilities and letters of credit, with borrowing costs tied to the Total Net Leverage Ratio. Key terms include mandatory prepayments from certain asset sales, debt incurrence limits, and negative covenants restricting investments, dividends, and subsidiary liens.

• · No financial covenant thresholds (maximum leverage, minimum liquidity) are disclosed in the filing excerpt.
• · The Credit Agreement includes a right-to-cure provision (Section 6.12) but the details are not excerpted.
• · Negative covenants cover restricted payments, investments, affiliate transactions, and sale-leaseback transactions, among others.
• · The agreement incorporates standard 1.00% per annum floor for the Alternate Base Rate.
• · Post-closing requirements and existing indebtedness schedules are referenced but not included.