US Material Events SEC 8-K Filings — July 16, 2026

16-07-2026

On July 15, 2026, Snowflake's Compensation Committee granted CEO Sridhar Ramaswamy a performance-based RSU award covering 1,000,000 shares. The award is structured in five tranches with escalating stock price targets (from $324 to $531 per share) over performance periods of 2-7 years, designed to add up to $100 billion in stockholder value. Vesting requires both stock price milestones and continued service through September 2029/2030, with shares subject to a one-year delivery deferral and potential clawback provisions.

• · Stock price targets escalate across five tranches: $324 (2yr), $375 (3yr), $427 (5yr), $479 (7yr), $531 (7yr).
• · Service-based cliff vests on September 15, 2029 for Tranches 1-2 and September 15, 2030 for Tranches 3-5.
• · Delivered shares are subject to a one-year deferral from vesting date.
• · In a Change in Control, performance period ends early; stock price achievement is measured via linear interpolation above $324 per share.
• · Termination by Involuntary Termination, death or disability allows 45-day extension to meet stock price targets.
• · Misconduct or accounting restatement triggers potential full forfeiture/clawback.
• · Award is under Snowflake's 2020 Equity Incentive Plan.

16-07-2026

Eli Lilly (NYSE: LLY) has agreed to acquire AtaiBeckley (Nasdaq: ATAI) for $6.75 per share in cash upfront (approx. $2.8B equity value) plus up to $2.50 per share in Contingent Value Rights (CVRs) tied to development and regulatory milestones for BPL-003 and VLS-01, representing a total potential equity value of ~$3.8B. The deal expands Lilly's neuroscience pipeline into treatment-resistant depression (TRD) and other mental health conditions, with BPL-003 having Breakthrough Therapy Designation and Phase 3 activities initiated. The transaction is expected to close in Q3 2026, subject to stockholder and regulatory approvals, and represents a ~40% premium to AtaiBeckley's 30-day VWAP.

• · BPL-003 has Breakthrough Therapy Designation from the FDA and has initiated Phase 3 activities.
• · VLS-01 is in an ongoing Phase 2b study.
• · EMP-01 is in Phase 2 clinical development for social anxiety disorder.
• · The transaction is not subject to any financing condition.
• · Apeiron Investment Group, Ltd and all directors and officers of AtaiBeckley have signed voting agreements representing ~15% of outstanding shares.
• · Lilly will determine GAAP accounting treatment upon closing.

16-07-2026

Primo Brands Corporation announced the resignation of board member Minsok Pak, effective July 14, 2026, due to his acceptance of an executive role with an industry participant, and the appointment of Sudhanshu Priyadarshi to fill the vacancy. Priyadarshi, CFO and President, International of Planet Fitness, brings extensive finance, logistics, and packaged goods experience and will serve on the Audit and Sustainability Committees. The changes are routine board transitions with no disclosed disagreements or material related-party transactions.

• · Mr. Priyadarshi will serve as a director until the 2027 Annual Meeting of Stockholders or until his successor is elected.
• · He will serve on the Board's Audit Committee and Sustainability Committee.
• · Mr. Priyadarshi is a Sponsor Nominee under the Stockholders Agreement dated November 7, 2024.
• · No transactions requiring Item 404(a) disclosure have occurred or are proposed involving Mr. Priyadarshi.
• · Mr. Priyadarshi will receive compensation under the Non-Employee Director Compensation Program and will enter into a standard indemnification agreement.

16-07-2026

Array Technologies (ARRY) announced the acquisition of Affordable Wire Management (AWM) for total consideration of approximately $203 million, representing an 8.8x multiple on AWM's trailing twelve-month EBITDA. The deal adds high-margin cable management and balance-of-system products, expanding ARRAY's reach into utility-scale solar, BESS, and datacenter markets. The acquisition is expected to be high single-digit accretive to ARRAY's Adjusted EPS in year one before synergies, with closing anticipated in Q3 2026.

• · AWM's trailing twelve-month revenue is nearly $60 million.
• · The acquisition multiple is 8.8x AWM's trailing twelve-month EBITDA.
• · The earnout structure includes up to $8 million for 2026, $16 million for 2027, and $16 million for 2028 based on EBITDA targets.
• · Both components of the earnout may be paid in cash or ARRAY common stock at ARRAY's option.
• · AWM's senior management team is expected to remain with the business following closing.
• · Following closing, AWM's financial results will be included in the ARRAY Legacy segment.
• · The transaction is subject to regulatory clearance and customary closing conditions.
• · ARRAY will hold a conference call on July 16, 2026 at 6:00 p.m. EDT to discuss the transaction.

16-07-2026

USA Rare Earth, Inc. (USAR) filed an 8-K providing unaudited pro forma financial statements for its pending merger with SVRE Holdings Ltd., which will issue 126.85 million shares and pay $300 million in merger consideration. The filing also details a $1.5 billion private placement closed in January 2026, a $565 million DFC finance agreement for SVRE, and an offtake agreement for 100% of phase one rare earth production from the Pela Ema project. While the merger and financings position USAR for significant growth, the pro forma statements are unaudited and subject to change, and the offtake agreement's long-stop date was extended to August 14, 2026, indicating potential delays.

• · The Merger Agreement was entered on April 19, 2026, with SVRE merging into a USAR subsidiary.
• · All outstanding SVRE warrants will automatically exercise and convert into ordinary shares immediately prior to the Merger.
• · All outstanding SVRE RSUs and SARs will accelerate and be cancelled for a pro rata portion of merger consideration.
• · The Private Placement closed on January 28, 2026, at $21.50 per share.
• · The DOC Warrant has an exercise price of $17.17 per share and is liability-classified, remeasured at fair value each period.
• · The Retained Finance Agreement loan term was extended from up to 12 years to up to 15 years upon execution of the Offtake Agreement.
• · The Incremental Loan of $100 million was closed on June 4, 2026, and will be extinguished upon Merger closing via DFC Warrant exercise.
• · The Offtake Agreement covers 100% of phase one production from the Pela Ema project, with a 20-year term from Commercial Operations Date.
• · The Offtake Agreement's long-stop date was extended from June 12, 2026 to August 14, 2026.
• · Earnout shares were issued in two tranches: 5.05 million shares at $15.00 trigger (April 15, 2026) and 5.05 million at $20.00 trigger (May 15, 2026).
• · The pro forma financial statements are unaudited and preliminary, particularly the accounting for the Securities Issuance Agreement.

16-07-2026

Distribution Solutions Group, Inc. (DSGR) has entered into a definitive merger agreement to be taken private by affiliates of LKCM Headwater Investments for $35.00 per share in cash. LKCM Headwater and its affiliates already own approximately 79% of DSG's outstanding common stock. The $35.00 per share price represents an 81% premium to the closing price of $19.31 on March 13, 2026, the last trading day before the initial proposal was disclosed, and is $5.50 higher than the initial non-binding proposal of $29.50 per share. The transaction is subject to customary closing conditions, including HSR Act clearance and stockholder approvals (majority of votes cast by unaffiliated stockholders), but is not subject to a financing condition.

• · The transaction is not subject to a financing condition; proceeds from revolving loans under an amended credit agreement with JPMorgan Chase may be used to finance the merger.
• · The Special Committee, consisting of disinterested directors, unanimously approved the transaction and recommended it to the Board.
• · The Company will file a proxy statement on Schedule 14A and a transaction statement on Schedule 13E-3 with the SEC.
• · DSG serves approximately 220,000 customers in diverse end markets with about 4,300 employees.

16-07-2026

ASP Isotopes Inc. (ASPI) announced agreements to exchange approximately $109.2 million in principal amount of Quantum Leap Energy (QLE) convertible notes, plus accrued interest, for about 23.2 million shares of ASPI common stock (17.8% of outstanding shares). The exchange reduces QLE's outstanding convertible notes by roughly 50% from $219.8 million to $110.7 million, simplifying its capital structure as QLE pursues a standalone public listing. The transaction is expected to close on July 16, 2026, and is described as broadly economically neutral to both ASPI stockholders and QLE noteholders.

• · The exchange is intended to be broadly economically neutral to both ASPI stockholders and QLE noteholders.
• · QLE is a wholly-owned subsidiary of ASPI focused on nuclear fuel cycle technologies.
• · QLE has not applied its enrichment technologies to U-235 nor received regulatory approval for such testing, except under a services contract with Necsa.
• · The exchange supports ASPI's potential future distribution of QLE common equity to ASPI stockholders at a to-be-determined record date.

16-07-2026

International Stem Cell Corporation (ISCO) has entered into a Membership Interest Purchase Agreement to sell 100% of its subsidiary, Lifeline Cell Technology, LLC, to American Type Culture Collection, Inc. for a base purchase price of $25 million, subject to net working capital, cash, and indebtedness adjustments. The transaction includes a post-closing adjustment mechanism and is supported by a Support Agreement from requisite stockholders and a Transition Services Agreement.

• · The purchase price is subject to adjustments for estimated net working capital, closing date cash, and closing date indebtedness.
• · The closing will occur within two business days after satisfaction of closing conditions, with electronic exchange.
• · An escrow amount will be held for post-closing adjustments.
• · The seller must deliver evidence that the company has at least $250,000 cash at closing.
• · Concurrent support agreements and a transition services agreement were executed.

16-07-2026

NextPlat Corp announced the strategic acquisition of an independent pharmacy near Pensacola, Florida for $1.5 million in cash, expected to close in Q4 2026. The target generated approximately $5.6 million in sales in 2025 with retail margins of about 19% and was profitable with a debt-free balance sheet. The acquisition expands NextPlat's PharmcoRx footprint into an underserved rural market and supports the launch of higher-margin contracted services, including 340B program offerings. However, the transaction is subject to final due diligence and customary closing conditions, and the company's ability to successfully integrate and expand as intended remains subject to known risks.

• · The pharmacy has served the local community for over 25 years.
• · The pharmacy maintained positive working capital and operated with a debt-free balance sheet.
• · NextPlat expects organic growth of approximately 20% in 2026, supported by increases in higher margin 340B and contracted services.
• · PharmcoRx has been operating for over 20 years in South and Central Florida.

16-07-2026

Global AI, Inc. entered into a Subscription Agreement with KSY Capital Investments, Inc. on July 9, 2026, issuing 250,000 shares of Class A common stock at $2.00 per share for aggregate proceeds of $500,000. The transaction closed the same day and was conducted as an unregistered sale under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, with KSY representing accredited investor status. No prior-period comparisons are available, so no balanced performance assessment is possible.

• · The subscription agreement contains customary representations and warranties for a transaction of this type.
• · The shares were issued under exemption from registration in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D.
• · KSY represented that it is an accredited investor within the meaning of Regulation D.
• · The shares may not be offered or sold in the United States absent registration or an applicable exemption.

16-07-2026

Inotiv, Inc. received court confirmation of its prepackaged Chapter 11 plan of reorganization on July 14, 2026. Under the plan, all existing common shares (35,172,908 outstanding) will be canceled with no distribution to equity holders, resulting in a total loss for shareholders. The reorganized company will issue 5,100,000 new equity shares and warrants for 630,337 additional shares to prepetition lenders and noteholders, and expects to emerge as a private company.

• · The Chapter 11 cases are being jointly administered under the caption 'In re Inotiv, Inc., et al.' in the Southern District of Texas, Houston Division.
• · Nasdaq suspended trading of NOTV common shares on June 11, 2026; shares now trade OTC under symbol NOTVQ.
• · Nasdaq filed a Form 25 on July 10, 2026 to delist the shares; deregistration under Section 12(b) will be effective 90 days after filing.
• · The company expects to emerge from Chapter 11 as a private company.
• · The Confirmation Order was entered on July 14, 2026 (Docket No. 191).

16-07-2026

Catalyst Pharmaceuticals, Inc. filed an 8-K on July 16, 2026, reporting the completion of an acquisition/disposition (Item 2.01) and related amendments to its certificate of incorporation (Items 3.01, 3.03, 5.01, 5.02, 5.03). The amended certificate authorizes only one class of common stock (1,000 shares, $0.001 par value) and includes standard provisions on director liability, indemnification, and exclusive forum (Delaware Chancery Court). No financial terms of the acquisition were disclosed in this filing.

• · The company is now authorized to issue only one class of stock (common stock), with 1,000 shares authorized at $0.001 par value.
• · The amended certificate includes exclusive forum provisions requiring derivative actions and fiduciary duty claims to be brought in the Delaware Court of Chancery.
• · Director liability is eliminated to the fullest extent permitted by Delaware law, and the company must indemnify directors and officers to the fullest extent.

16-07-2026

Uber announced a voluntary takeover offer for Delivery Hero at €41.50 per share, implying an equity value of $14.8 billion ($13.7 billion adjusted for Uber's prior stake). The deal, expected to close in H2 2027, will expand Uber's combined pro-forma Gross Bookings to $236 billion. However, the transaction faces regulatory approvals and integration risks, and Uber has committed to invest €2 billion in Germany while retaining Delivery Hero's Berlin workforce until at least 2029.

• · The Offer Price is €41.50 per share, valuing Delivery Hero at $14.8B equity value.
• · Uber held ~24.77% of Delivery Hero's voting shares directly and ~11.74% through derivatives before announcement.
• · Prosus’s irrevocable tender will bring Uber’s total economic interest to ~53%.
• · The minimum acceptance threshold is 50% plus one share of Delivery Hero's outstanding share capital.
• · Uber will not acquire the 14 markets sold to SSW; SSW will find strategic partners for those businesses.
• · Uber has committed to not entering into a Domination and Profit Transfer Agreement (DPLTA) for three years.
• · The transaction is expected to be accretive to Non-GAAP EPS upon close, with high-single-digit accretion by year three.
• · Uber’s capital allocation framework remains unchanged, including share buybacks.
• · Closing is expected in H2 2027, subject to regulatory approvals and BaFin approval of the Offer Document.
• · The acquisition nearly doubles the number of markets where Uber offers both mobility and delivery (from 34 to 58).
• · Cross-platform users generate roughly 3x the Gross Bookings and profits of single-product users.
• · Uber has pledged to retain Delivery Hero's Berlin headquarters and workforce until at least 2029.
• · Uber has committed to invest €2 billion in Germany over 5 years.

16-07-2026

PJT Partners Inc. announced the appointment of Arun Kalra as Chief Financial Officer, effective October 1, 2026, succeeding Helen Meates, who will step down after more than a decade in the role. Ms. Meates will remain through year-end 2026 to ensure a smooth transition. The filing contains no financial results or period-over-period comparisons, so no quantitative performance data is available.

• · Arun Kalra joined PJT Partners in 2016 as Head of Financial Planning and Analysis and currently serves as Director of Finance.
• · Prior to PJT Partners, Mr. Kalra was a senior member of the compensation team at UBS.
• · Helen Meates has been CFO for more than a decade and will stay on through year-end 2026 to assist with the transition.
• · The effective date of the CFO transition is October 1, 2026.

16-07-2026

Arbutus Biopharma Corp and Genevant Sciences GmbH have terminated their mRESVIA Agreement, which governed the allocation of recovery from Moderna related to the mRESVIA vaccine patent litigation. Under the termination, Genevant will pay Arbutus a $1 million termination fee within ten business days. The parties confirm that the March 2026 Settlement Agreement with Moderna is the sole source of recovery from the patent litigation, and Arbutus's share of that recovery will be governed by the existing Cross License Agreement, which remains in effect.

• · The mRESVIA Agreement was originally entered into on March 2, 2025.
• · The Settlement Agreement with Moderna was dated March 3, 2026.
• · The Cross License Agreement between Arbutus and Genevant, dated April 11, 2018, remains in full force and effect.
• · The termination fee of $1 million is to be paid within ten business days after July 15, 2026.

16-07-2026

John Deere Owner Trust 2026-B filed a Form 8-K with the SEC on July 16, 2026, disclosing the entry into a Trust Agreement dated July 21, 2026, between John Deere Receivables LLC (Depositor) and Deutsche Bank Trust Company Delaware (Owner Trustee). The trust was formed to issue asset-backed notes and a certificate, with an Underwriting Agreement dated July 14, 2026, and other basic documents to be executed around July 22, 2026. No financial amounts or performance metrics were disclosed in the filing, as it concerns only the structural and operational framework of the trust.

• · Trust Agreement dated July 21, 2026, between John Deere Receivables LLC and Deutsche Bank Trust Company Delaware.
• · Underwriting Agreement dated July 14, 2026, among JDCC, the Depositor, and the Representatives.
• · Basic Documents include Purchase Agreement, Sale and Servicing Agreement, Indenture, Administration Agreement, Depository Agreement, and Asset Representations Review Agreement.
• · Initial Certificateholder is the Depositor (John Deere Receivables LLC).
• · Corporate Trust Office of Owner Trustee: 111 Continental Drive, Suite 102, Newark, Delaware 19713, Attention: Asset Backed Administration – JDOT 26-B.
• · Situs of Trust is in Delaware.

16-07-2026

CarMax Auto Owner Trust 2026-3 filed an 8-K on July 16, 2026, disclosing the entry into a Sale and Servicing Agreement dated July 1, 2026, among the Trust, CarMax Auto Funding LLC (Depositor), and CarMax Business Services, LLC (Servicer). The agreement governs the sale of motor vehicle retail installment sale contracts to the trust and the servicing of those receivables. No specific financial amounts or performance metrics are disclosed in this filing.

• · The agreement includes provisions for repurchase of receivables by the Depositor upon breach, servicing compensation, and a reserve account.
• · The trust property includes receivables, security interests in financed vehicles, insurance proceeds, and certain accounts.
• · The Depositor represents that it has good title to the receivables and will perfect its security interest via UCC filings.

16-07-2026

CION Investment Corporation entered into a Note Purchase Agreement on July 15, 2026, to issue and sell up to $10,000,000 aggregate principal amount of 7.50% Senior Unsecured Notes due 2029. The initial closing involved $2,000,000 in notes sold at 98.0% of par, with an option to issue up to an additional $8,000,000 in subsequent notes. The proceeds will be used for general corporate purposes, and the notes are unsecured and bear interest at 7.50% per annum.

• · The Notes are unsecured and rank pari passu with the Company's other senior unsecured indebtedness.
• · The initial closing occurred on July 15, 2026.
• · The Company may issue Subsequent Notes at any time during the 'Subsequent Issuance Period' upon delivering a written notice to purchasers.
• · Purchasers have the sole discretion to accept or decline the purchase of Subsequent Notes.
• · The Notes are issued at a discount (98.0% of par), implying an effective yield higher than the stated 7.50% coupon.
• · The agreement includes standard affirmative and negative covenants, including financial covenants, and events of default provisions.
• · The Company must maintain its status as a Regulated Investment Company (RIC) and a Business Development Company (BDC) under the covenants.

16-07-2026

CrossAmerica Partners LP amended its credit agreement on July 15, 2026, extending the maturity date from March 31, 2028 to July 15, 2031, and removing the SOFR credit spread adjustment. The financial covenant was revised to require a Consolidated Leverage Ratio of not greater than 5.00 to 1.00 through September 30, 2027, then tightening to 4.75 to 1.00 thereafter. All other terms of the credit agreement remain unchanged.

• · The amendment extends the maturity date by over three years, from March 31, 2028 to July 15, 2031.
• · The SOFR credit spread adjustment was removed.
• · The Consolidated Leverage Ratio covenant is set at 5.00x through September 30, 2027, then tightens to 4.75x for quarters ending December 31, 2027 and thereafter.

16-07-2026

HealthLynked Corp appointed George O'Leary as part-time Interim CFO effective July 13, 2026, replacing Jeremy Daniel who transitioned to a corporate accounting role. The company also eliminated the COO position effective July 24, 2026, with Duncan McGillivray transitioning to a Senior Strategic Advisor role. O'Leary will receive $15,000 per month and 35,000 stock options vesting upon Nasdaq uplisting, which is the company's primary strategic objective.

• · George O'Leary previously served as HealthLynked's CFO from August 6, 2014 until April 4, 2024, and has been a director since August 6, 2014.
• · O'Leary was CEO of Sono Group NV from April 2024 through December 2025, uplisting it from OTCQB to Nasdaq Capital Market in September 2025.
• · O'Leary participated in a SPAC IPO on the NYSE as fractional CFO for New America Acquisition I Corp in December 2025.
• · The COO position elimination is part of ongoing efforts to optimize executive management structure and align with current operational priorities and financial resources.
• · Jeremy Daniel's transition was not due to any disagreement with the company, management, or board.
• · O'Leary's stock options vest only upon successful Nasdaq approval while actively serving as Interim CFO or within the 30-day notice period; otherwise they terminate and are forfeited.
• · O'Leary is engaged as an independent contractor, not an employee, and is not eligible for employee benefits.

16-07-2026

Entera Bio Ltd. filed an 8-K on July 16, 2026, to adopt amended Articles of Association, which govern the company's share capital, board powers, and shareholder rights. The filing also covers director/officer changes and other corporate governance matters. No financial results or material transactions were disclosed.

• · The company's authorized share capital is NIS 26,915 divided into 350,000,000 ordinary shares with a nominal value of NIS 0.0000769 each.
• · The Board has broad authority to allot unissued shares, issue options or warrants, and prescribe terms for rights offerings.
• · Share capital may be increased, consolidated, subdivided, or reduced by a shareholder resolution at a General Meeting.
• · Share certificates require signatures of two directors or one director plus the CEO, CFO, or another designee.
• · The Board may make calls on unpaid share amounts with at least 14 Business Days' notice.

16-07-2026

First Interstate BancSystem appointed Matthew Ritter and Kevin Turner as Class II directors on July 13, 2026, filling vacancies created by an increase in board size. Ritter brings finance and real estate experience, while Turner is a former Microsoft COO and Walmart executive. The board now has 13 members, with Ritter serving on the Risk and Technology committees and Turner on the Audit and Technology committees.

• · Ritter has over 25 years of experience in finance, real estate, energy, and private investment.
• · Turner served as COO of Microsoft from 2005 to 2016 and held leadership roles at Walmart from 1985 to 2005, including CEO of Sam's Club.
• · Ritter's investment entity has an existing loan with First Interstate Bank, made in the ordinary course of business on arm's-length terms.
• · Both directors are deemed independent under NASDAQ rules and will receive standard non-employee director compensation.
• · Board composition post-appointment: 4 Class I, 5 Class II, 4 Class III directors.

16-07-2026

Inhibrx Biosciences announced an amended loan agreement with Oxford Finance, expanding the total facility to $500.0 million. The amendment includes an immediate $100.0 million Term C Loan and the potential for an additional $225.0 million Term D Loan at the lenders' discretion, with $175.0 million previously drawn. The company issued warrants for 21,457 shares at $93.21 per share, reflecting a 2% warrant coverage on the Term C Loan. While the capital infusion supports clinical programs, the additional $225.0 million is not guaranteed and depends on lender discretion.

• · The Term C Warrants have a strike price of $93.21 per share and are immediately exercisable, expiring 10 years from issuance.
• · The Term D Loan may be funded in increments of $50.0 million or more upon the Company's request and at the Lenders' sole discretion.
• · Inhibrx Biosciences was incorporated in January 2024 as a wholly-owned subsidiary of Inhibrx, Inc., and later distributed 92% of its shares to Inhibrx, Inc. stockholders.

16-07-2026

VPR Brands, LP entered into a Settlement and Patent License Agreement with R.J. Reynolds Vapor Company on July 10, 2026, resolving patent litigation over U.S. Patent No. 8,205,622 B2 (the 'Electronic Cigarette' patent). Under the agreement, RJR will pay VPR a one-time settlement payment of $14,900,000 in exchange for a non-exclusive, worldwide, fully paid-up, perpetual, irrevocable license to the patent and mutual releases of all claims. The agreement resolves the declaratory judgment action filed by RJR in April 2026 without any admission of liability, validity, enforceability, or infringement by either party.

• · The litigation was a declaratory judgment action filed by R.J. Reynolds Vapor Company on April 21, 2026, in the U.S. District Court for the District of Delaware (Case No. 1:26-cv-00459) seeking a declaration of non-infringement.
• · The license is non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, and non-transferable (except as expressly provided), with no right to sublicense.
• · The license covers the Licensed '622 Patent (including any divisional, continuation, continuation-in-part, reissue, reexamination, IPR, PGR, and foreign counterparts controlled by VPR).
• · The license extends to Licensee's affiliates and Covered Third Parties (vendors, suppliers, manufacturers, developers, distributors, resellers, OEMs, dealers, contractors, subcontractors, consultants, partners, retailers, hosts, service providers, customers, and users).
• · Licensed Products include any past, current, and future products made, used, purchased, imported, exported, distributed, sold, offered for sale, developed, advertised, or otherwise exploited by or for Licensee or its Affiliates, with a limited exclusion for products manufactured/designed by Licensee that are subject to a regulatory application/order not owned/controlled by Licensee and sold under a primary brand not owned/controlled by Licensee.
• · The agreement includes mutual releases: Licensor releases Licensee, its Affiliates, Covered Third Parties, and their respective current and former employees, agents, officers, directors, owners, members, shareholders, partners, managers, equity holders, suppliers, manufacturers, attorneys, representatives, principals, trustees, licensees, sublicensees, successors-in-interest, predecessors-in-interest, assigns, distributors, and customers from any and all Claims related to alleged infringement of the Licensed '622 Patent by Licensed Products, claims that were or could have been asserted in the DJ Action, or the negotiation of the Agreement.
• · The license is effective upon Licensor's actual receipt of the Settlement Payment.
• · VPR Brands, LP is a Delaware limited partnership headquartered in Sunrise, Florida.
• · R.J. Reynolds Vapor Company is a North Carolina corporation headquartered in Winston-Salem, North Carolina.

16-07-2026

ProCap Financial, Inc. elected Benjamin Buchanan as an independent director effective July 15, 2026. Buchanan brings extensive strategic and operational experience, having served as CEO of All Current and in senior roles at LindFast Solutions Group and US Greenfiber. His appointment restores the Audit Committee to three members and brings the Board into compliance with Nasdaq independence requirements, addressing prior governance gaps.

• · Buchanan has served on the board of Argus Monitoring Solutions since February 2022.
• · He earned a degree in Economics from Samford University and an MBA from the University of Kentucky.
• · Buchanan will participate in the Company's standard non-employee director compensation program, prorated from the commencement date.
• · There are no family relationships or reportable transactions between Buchanan and any director or executive officer.

16-07-2026

Rocket Companies entered into a new $2.5 billion unsecured revolving credit agreement on July 16, 2026, maturing in 2029, and simultaneously terminated its prior 2025 credit agreement without penalty. The new facility provides increased financial flexibility for general corporate purposes, but includes customary covenants and restrictions that could limit the company's operations.

• · The 2026 Credit Agreement matures on July 16, 2029.
• · Borrowings under the new agreement are unsecured and bear interest at a base rate (including term SOFR) plus an applicable margin.
• · The company must pay a commitment fee on unused commitments based on its corporate credit rating.
• · The prior 2025 Credit Agreement was terminated on the closing date with no early termination penalties or prepayment premium.
• · Financial maintenance covenants include maximum net leverage and corporate net debt ratios, and minimum liquidity and tangible net worth requirements.

16-07-2026

This 8-K filing by MAINZ BIOMED N.V. (MYNZ) contains a press release from Quantum Cyber N.V. (Nasdaq: QUCY), which appears to be the actual reporting entity. Quantum Cyber announced that its subsidiary, Quantum Drones Corporation, completed the acquisition of a ~50,000 sq ft industrial facility in Bridgeport, Connecticut for $2.3 million, closing on July 15, 2026. The acquisition is a key step in Quantum Cyber's strategic transition from a technology licensor to a vertically integrated autonomous defense manufacturer, positioning it to potentially participate in U.S. defense procurement, including the DoD's $55 billion FY2027 budget allocation for drone and autonomous warfare programs. However, the equipment acquisition under a separate Asset Purchase Agreement remains pending, and the company faces significant execution risks including integration, operational targets, and securing government contracts.

• · The real property acquisition was first announced via a Letter of Intent on June 8, 2026, and definitive agreements on June 29, 2026.
• · The equipment acquisition from Arcade Technology LLC under a separate Asset Purchase Agreement is still pending.
• · The facility is intended to support Executive Order 14307 on American drone dominance.
• · Quantum Drones Corporation is a Nevada-incorporated wholly owned subsidiary of Quantum Cyber N.V.
• · The company's stock is listed on Nasdaq under ticker QUCY (not MYNZ).

16-07-2026

TD SYNNEX Corporation entered into an updated offer letter with Chief Legal Officer David Vetter on July 10, 2026, formalizing his continued role reporting to the CEO. The new terms include an annual base salary of $670,000, an annual incentive bonus targeted at 100% of base salary, and equity awards valued at approximately $1,500,000. This filing primarily documents an executive compensation arrangement with no financial results or business performance data to assess positive or negative trends.

• · David Vetter reports solely to the CEO.
• · The equity award is split 60% time-based restricted stock and 40% performance-based RSUs.
• · The offer letter includes severance protections for termination without cause or for good reason, including change of control scenarios.
• · The offer letter contains a non-solicitation covenant.
• · The equity grants will be made at the same time as annual grants to all other executive officers.

16-07-2026

Resources Connection, Inc. (RGP) entered into a Revolving Credit, Guaranty and Security Agreement dated July 15, 2026, with PNC Bank as agent, providing a revolving credit facility with interest rate margins tied to Consolidated EBITDA. The agreement includes pricing grids that adjust based on trailing four-quarter EBITDA, with margins ranging from 0.75% to 1.25% for Domestic Rate Loans and 1.75% to 2.25% for Term SOFR Rate Loans. The filing does not disclose the total commitment amount or any financial results, so no period-over-period comparisons are available.

• · The credit agreement includes a pricing grid that adjusts based on trailing four-quarter Consolidated EBITDA, with three levels: Level I (>$25M EBITDA), Level II ($10M-$25M), and Level III (<$10M).
• · Interest rate margins for Domestic Rate Loans and Swing Loans range from 0.75% (Level I) to 1.25% (Level III); for Term SOFR Rate Loans, margins range from 1.75% (Level I) to 2.25% (Level III).
• · The initial Applicable Margin is 1.00% for Domestic Rate Loans and Swing Loans and 2.00% for Term SOFR Rate Loans until the first adjustment date on August 28, 2027.
• · Failure to deliver quarterly financial statements on time results in automatic application of the highest margin until delivery.
• · If an Event of Default occurs, margins automatically increase to the highest level and remain there until the default is waived.
• · The agreement includes provisions for retroactive interest adjustments if EBITDA calculations are later found to be inaccurate, but only upward adjustments are required (no refunds to borrowers).

16-07-2026

John B. Sanfilippo & Son, Inc. announced a leadership transition effective October 1, 2026: CEO Jeffrey T. Sanfilippo will become Executive Chair, COO/President Jasper B. Sanfilippo, Jr. will become CEO, and CFO Frank Pellegrino will add the role of President. The changes are part of a planned succession within the founding family.

• · Jasper B. Sanfilippo, Jr. has been with the company since 1991 and was named COO/President in November 2006.
• · Frank Pellegrino has been with the company since January 2007 and was promoted to CFO in August 2021.
• · The transition is effective October 1, 2026.
• · The filing incorporates by reference related party transaction disclosures from the September 11, 2025 proxy statement.

16-07-2026

SHF Holdings, Inc. appointed Michael Regan as Chief Operating Officer and Secretary on July 15, 2026. Mr. Regan had previously participated in the Company's Series B Convertible Preferred Stock offering on September 30, 2025, which is disclosed as a related party transaction. No other financial metrics or performance data were provided in this filing.

• · Mr. Regan's biographical and compensation information is incorporated by reference from the definitive proxy statement filed on May 8, 2026.
• · The related party transaction (Series B Convertible Preferred Stock offering) is further detailed in the Annual Report on Form 10-K filed on April 15, 2026.
• · No arrangements or understandings exist between Mr. Regan and any other person regarding his appointment.
• · No family relationships exist between Mr. Regan and any director or executive officer.

16-07-2026

Avalanche Treasury Corporation filed an 8-K on July 16, 2026, regarding a director/officer departure or election (Item 5.02). The filing was signed by CEO Gerald Bartholomew Smith, but the specific details of the officer change were not disclosed in the provided text.

• · The filing references Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers).
• · The filing period ends September 30, 2026.
• · No specific details about the officer change (name, role, reason) were included in the provided content.

16-07-2026

AiRWA Inc. announced the resignation of director Chenlong Liu effective July 10, 2026, with no disagreement cited. On July 15, 2026, the board appointed CFO Guibao Ji and independent director Alejandro Quiles to fill the vacancy, with Quiles to chair the Compensation Committee and receive $15,000 per quarter in cash compensation. The appointments are routine governance changes with no related-party transactions.

• · Chenlong Liu's resignation was not due to any disagreement with the company.
• · Guibao Ji will not receive additional compensation for board service beyond his CFO compensation.
• · Alejandro Quiles was determined to be an independent director under Nasdaq Rule 5605(a)(2) and SEC Rule 10A-3.
• · Quiles will also serve on the Nominating and Corporate Governance Committee and the Audit Committee.
• · No family relationships exist between the new directors and any current officers/directors.
• · No related-party transactions reportable under Item 404(a) of Regulation S-K.

16-07-2026

Arhaus, Inc. announced the departure of Jen Porter, Chief Marketing and eCommerce Officer, effective July 15, 2026, as part of a reorganization to separate its Marketing and eCommerce functions under distinct leadership. The company will provide severance benefits to Ms. Porter subject to a customary release of claims. This change reflects a strategic shift to enhance the eCommerce platform, but no financial impact or successor appointment has been disclosed.

• · The separation of Marketing and eCommerce functions is intended to better align organizational structure with strategic objective of enhancing the eCommerce platform.
• · No successor or interim appointment for the Chief Marketing and eCommerce Officer role has been announced.

16-07-2026

Arcutis Biotherapeutics announced the appointment of Christopher 'Chris' Peetz to its Board of Directors, effective July 15, 2026. Peetz is a co-founder and CEO of Mirum Pharmaceuticals with extensive biopharmaceutical leadership experience. This appointment comes as Arcutis focuses on expanding its ZORYVE franchise and pipeline.

• · Chris Peetz has been a co-founder and CEO of Mirum Pharmaceuticals since 2018, leading its global growth.
• · Prior to Mirum, Peetz served as CEO of Flashlight Therapeutics, CFO at Tobira (acquired by Allergan), and held roles at Onyx/Amgen.
• · ZORYVE is described as the number one prescribed branded topical therapy across atopic dermatitis, seborrheic dermatitis, and plaque psoriasis.
• · ZORYVE has received multiple awards including Allure's 2025 Best of Beauty Breakthrough Award and the National Psoriasis Foundation Seal of Recognition.

16-07-2026

Compass Diversified Holdings (CODI) dismissed Grant Thornton LLP as its independent auditor and appointed Deloitte & Touche LLP, effective July 16, 2026. The change follows Grant Thornton's adverse opinions on CODI's internal controls over financial reporting for fiscal years 2024 and 2025, and a going concern qualification in the 2024 audit. No disagreements or reportable events occurred between CODI and Grant Thornton, aside from previously disclosed material weaknesses.

• · Grant Thornton's reports on CODI's consolidated financial statements for fiscal years 2024 and 2025 did not contain an adverse opinion or disclaimer, except for explanatory paragraphs in 2024 regarding substantial doubt about going concern and restatement of prior years' financials.
• · Grant Thornton expressed adverse opinions on CODI's internal control over financial reporting for both 2024 and 2025 due to material weaknesses.
• · The material weaknesses were previously disclosed in CODI's Amendment No. 1 to Form 10-K/A for FY2024 and updated in the FY2025 Form 10-K.
• · Deloitte was appointed to review interim financial information starting with the quarter ended June 30, 2026 and to audit FY2026 financial statements.
• · No disagreements (as defined in Item 304(a)(1)(iv)) occurred between CODI and Grant Thornton during the relevant periods.

16-07-2026

Upwork Inc. disclosed that CFO Erica Gessert will take a temporary medical leave effective July 14, 2026, with an expected return during Q4 2026. During her absence, CEO Hayden Brown will serve as interim principal financial officer without additional compensation. The filing contains no financial results or period-over-period comparisons.

• · CFO Erica Gessert's medical leave begins July 14, 2026, with expected return in Q4 2026.
• · CEO Hayden Brown assumes interim principal financial officer role with no additional compensation.
• · No changes to any plans or arrangements in which Ms. Brown participates as a result of this appointment.
• · No family relationships exist between Ms. Brown and any directors or executive officers.

16-07-2026

Cosmos Health Inc. filed a Certificate of Designation on July 16, 2026, creating 100,000 shares of Series B Preferred Stock with no voting rights except for quorum purposes (1,000 votes per share, total 100,000,000 votes). The Series B carries no dividends, no conversion rights, no redemption, and only par value liquidation preference ($0.001 per share). All previously issued Series A Preferred Stock (6,000,000 shares) have been converted into common stock.

• · Series B Preferred Stock has no substantive voting rights except to count toward quorum under NRS 78.320(1)(a).
• · Series B shares cannot be redeemed, converted, or reissued after acquisition by the corporation.
• · The Board retains authority to designate up to 294,000,000 additional preferred shares for future series.
• · No shareholder approval was required for this designation per the company's Articles of Incorporation.

16-07-2026

Rent the Runway, Inc. filed an 8-K announcing the adoption of its Thirteenth Amended and Restated Certificate of Incorporation, which restates and amends the prior charter. Key changes include authorization of 300 million shares of Class A common stock at $0.001 par value, a classified board with three classes and three-year terms, special meeting rights for 40% voting power holders, and continued indemnification provisions. The filing reflects routine governance updates with no financial or operational impact disclosed.

• · The classified board structure divides directors into three classes with staggered three-year terms.
• · Stockholders holding at least 40% of voting power can call special meetings.
• · Director removal requires cause and a majority vote of shareholders.
• · Newly created directorships and vacancies are filled by the Board (except for designated directors under the Investor Rights Agreement).

16-07-2026

Gyre Therapeutics appointed three new board members effective August 1, 2026: Yue Xiong (CSO), Maxwell Kirkby, and Claire Weston. The appointments expand the board's expertise in scientific, clinical development, and cross-border biopharmaceutical operations. The company also highlighted its pipeline progress, including the NDA acceptance for F351 in CHB-induced liver fibrosis, but noted it owns only a 69.7% equity interest in its commercial-stage subsidiary Gyre Pharmaceuticals.

• · Dr. Xiong has served as CSO since May 2026 and previously served on Cullgen's board and as CSO of Cullgen until its merger with Gyre.
• · Mr. Kirkby co-owns Huang and Kirkby Pharma Consulting (founded May 2024) and previously held leadership roles at BMS, Amgen, and AstraZeneca.
• · Dr. Weston founded Reveal Biosciences (acquired by CellCarta in May 2021) and is now CEO of Tactus AI LLC (since Jan 2025).
• · Gyre's subsidiary Gyre Pharmaceuticals received NMPA acceptance of its NDA for F351 in May 2026; F351 had Breakthrough Therapy designation since March 2021.
• · Gyre owns 69.7% of Gyre Pharmaceuticals as of March 31, 2026.
• · Dr. Xiong was elected as a fellow of AAAS in 2012.

16-07-2026

Movado Group Inc. entered into Amendment No. 7 to its Credit Agreement, effective July 16, 2026, which replaces the existing lender commitments with new aggregate commitments from Bank of America, N.A. as the sole remaining lender, extends the maturity date, and makes other modifications. The amendment also includes the exit of PNC Bank as a lender and reaffirms all other loan document terms. No financial amounts or performance metrics were disclosed in this filing.

• · The amendment replaces the existing commitments with new aggregate commitments from Bank of America as the sole remaining lender.
• · PNC Bank exited as a lender and its commitments were terminated on a non-pro rata basis.
• · The maturity date was extended, though the new date is not specified in the filing.
• · Conditions to effectiveness included delivery of officer's certificate, legal opinions, projections, perfection certificate, lien searches, solvency certificate, and financial condition certificate.
• · No material adverse effect has occurred since January 31, 2026.

16-07-2026

QumulusAI, Inc. filed restated articles of incorporation with the Georgia Secretary of State on July 14, 2026, increasing authorized shares to 1.1 billion (1B common, 100M preferred) and adopting provisions including a 66 2/3% supermajority vote requirement for bylaw amendments by shareholders. The restated articles also eliminate preemptive rights, cumulative voting, and limit director liability to the fullest extent permitted by Georgia law. No financial results or operational metrics were disclosed in this filing.

• · Restated articles were approved by the Board on June 5, 2026 and by shareholders on June 16, 2026.
• · Quorum for shareholder meetings is set at one-third (1/3) of shares entitled to vote.
• · Shareholder actions may be taken by written consent without a meeting if signed by holders of at least the minimum number of votes necessary.
• · Board of Directors consists of one or more members, determined by board resolution.
• · Director liability is limited except for bad faith, intentional misconduct, knowing violation of law, improper personal benefit, or certain statutory violations.
• · Amendments to the articles require a majority vote of all shares entitled to vote generally in the election of directors.
• · Bylaw amendments by shareholders require a 66 2/3% supermajority of shares present and voting at a quorate meeting.
• · The corporation is subject to Article 11A of the Georgia Business Corporation Code regarding business combinations with interested shareholders.

16-07-2026

Toyota Auto Receivables 2026-C Owner Trust filed an 8-K on July 16, 2026, reporting the entry into a material underwriting agreement on July 14, 2026, for the issuance of $1.9 billion in asset-backed notes across six classes (A-1, A-2a, A-2b, A-3, A-4, and B). The trust will also enter into related agreements (receivables purchase, sale and servicing, trust agreement, indenture, administration, control, and asset representations review) on the closing date of July 21, 2026. The filing includes certifications required for shelf offerings of asset-backed securities.

• · The underwriting agreement was signed on July 14, 2026, with a closing date of July 21, 2026.
• · The trust will issue non-interest bearing certificates representing the residual interest in the trust.
• · The receivables pool consists of retail installment sale contracts secured by new and used passenger cars, crossover utility vehicles, light-duty trucks, and sport utility vehicles, with a cutoff date of May 31, 2026.
• · The seller (TAFR LLC) will initially retain the Class B Notes, the Certificates, and portions of the Class A notes not underwritten.
• · The underwritten notes total approximately $1.76 billion, while the full issuance (including retained portions) is $1.9 billion.

16-07-2026

Flash Sports & Media Holdings, Inc. (NASDAQ: FLZH) announced the launch of its direct-to-consumer mobile application, FLASHSM, for live and on-demand cricket content and fan engagement, initially available in North America. The app leverages the company's existing production capabilities and its relationship with the Lanka Premier League through subsidiary IPG. While the launch represents a strategic step toward building a cricket-focused platform, the company's business plans remain subject to execution risks, market conditions, and its ability to finance and commercialize its initiatives.

• · The app is currently available in North America on Google Play and Android TV, with streaming also available on the company's website.
• · The app includes features such as live match streaming, highlights, scores, predictions, polling, and fan rewards.
• · The company expects to announce additional features, content, and market availability over the coming months.
• · The filing is an 8-K under Items 5.02, 7.01, and 9.01, but the press release content does not mention any director/officer changes.

16-07-2026

SpringBig Holdings, Inc. transferred substantially all of its assets (including its operating subsidiary SpringBig, Inc.) to secured lenders via a Delaware General Corporation Law Section 272(b) reorganization, extinguishing approximately $12.5 million in secured debt. The company has appointed Andrew Jay Glashow as CEO and director to pursue a strategic business combination, but warns it may wind down and dissolve if no transaction is completed. The filing reflects a distressed restructuring where the operating business was effectively handed over to creditors, leaving the parent as a shell seeking a reverse merger or similar transaction.

• · The Reorganization Agreement was entered into on July 13, 2026, and the CEO appointment was effective July 10, 2026.
• · The collateral transferred included all issued and outstanding equity interests in SpringBig, Inc., the operating subsidiary.
• · The company was in default under multiple provisions of its Notes, including cash balance below $1,000,000, a lien by Canada Revenue Agency against Beaches Development Group Inc., and failure to remit certain tax obligations.
• · The Board determined the fair market value of the collateral did not exceed the total secured obligations being eliminated.
• · No stockholder vote was required for the reorganization under DGCL Section 272(d).
• · The company's securities are no longer registered on any exchange (trading symbol listed as 'None').
• · Andrew Glashow qualifies as an 'audit committee financial expert' and has experience in reverse mergers and IPOs.

16-07-2026

JFB Construction Holdings (JFB) entered into a Second Amendment to its merger agreement with Xtend AI Robotics, Inc. and XTEND Reality Expansion Ltd. The amendment reduces the minimum available closing cash condition from an unspecified prior amount to $60 million, extends the outside closing date to October 31, 2026 (with possible extensions), and replaces references to NASDAQ with NYSE. Additionally, the amendment includes a post-closing restriction on Newco issuing shares below $6.00 per share for six months, and an amended Pubco Investor Support Agreement was executed.

• · The amendment replaces all references to 'NASDAQ' with 'NYSE' in the Merger Agreement.
• · The outside date for closing the merger is October 31, 2026, with a possible extension of up to three months (maximum two extensions in aggregate).
• · Newco is restricted from issuing shares below $6.00 per share in capital raises for six months post-closing.
• · The Pubco Investor Support Agreement was amended and restated, including provisions for cashless exercise of Pubco Warrants held by American Ventures LLC, Series XIV JFB.

16-07-2026

Bally's Chicago, Inc. filed a Third Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, restating and amending its capital structure. The amendment authorizes seven classes of stock totaling 42,533 shares, including six classes of Class A common stock (3,000 Class A-1, 500 Class A-2, 500 Class A-3, 8,500 Class A-4, 2 Class A-5, 31 Class A-6) and 30,000 shares of Class B common stock, all with a par value of $0.001 per share. The filing establishes detailed voting, dividend, liquidation, and transfer rights, with Class B interests restricted to Bally's Chicago Holding Company, LLC and its affiliates, and dividends on Class A interests prioritized for repaying subordinated loans before being distributed to holders.

• · The certificate was adopted by the board of directors and stockholders under Sections 242, 245, and 228 of the DGCL.
• · Class B interests are restricted to Permitted Class B Owners (Bally's Chicago Holding Company, LLC and its affiliates) and carry no dividend or liquidation rights.
• · Dividends on Class A interests are allocated among tranches and applied to repay corresponding subordinated loans before any cash is paid to holders.
• · Transfers of Class A-1, A-2, A-3, A-5, and A-6 interests require full repayment of attributable subordinated loans or conversion to Class A-4 interests.
• · The number of authorized shares of any class may be increased or decreased without a separate class vote, subject to outstanding shares.

16-07-2026

On July 13, 2026, director Shlomo Dovrat informed Unity Software Inc.'s Board of his resignation, effective July 24, 2026. No reason for the departure was disclosed, and no successor or interim arrangement has been announced. The filing does not mention any financial impact or related compensatory changes.

• · Resignation effective July 24, 2026 – an 11-day notice period.
• · No reason for departure or any disagreement with the company was cited.

16-07-2026

Cannae Holdings, Inc. closed the sale of its interest in Brasada Ranch to a company owned by William P. Foley, II on July 15, 2026. In connection with the sale, the Company entered into a letter agreement with Mr. Foley that amends his Director Services Agreement to remove his right to sell 50% of his common stock back to Cannae at defined prices. No financial terms of the sale or any other compensatory changes were disclosed.

• · The letter agreement deletes Section 11(a) of the Director Services Agreement dated May 12, 2025.
• · The amendment removes Mr. Foley's ability to sell 50% of his common stock back to Cannae at defined prices.
• · The sale of Brasada Ranch closed on July 15, 2026.