US Material Events SEC 8-K Filings — July 31, 2026

31-07-2026

Electro-Sensors Inc. (ELSE) filed an 8-K on July 31, 2026, disclosing the completion of a merger or acquisition (Items 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01). The filing includes amended and restated articles of incorporation, reducing authorized shares to 100 and changing the registered agent to Registered Agent Solutions, Inc. No financial terms or performance data were disclosed.

• · The filing covers Items 2.01 (Completion of Acquisition), 3.01 (Notice of Delisting), 3.03 (Material Modification to Rights of Security Holders), 5.01 (Change in Control), 5.02 (Departure of Directors), and 5.03 (Amendment to Articles of Incorporation).
• · The amended articles reduce authorized shares to 100, indicating a reverse stock split or share consolidation post-merger.
• · No financial details, revenue, or profit figures were provided in the filing.

31-07-2026

Blue Acquisition Corp. (SPAC) and Blockfusion Digital Infrastructure, Inc. (Pubco) have entered into a Fourth Amendment to their Business Combination Agreement, extending the Outside Date for closing the merger from an unspecified prior date to September 21, 2026. This marks the fourth amendment to the original November 2025 agreement, indicating ongoing delays in completing the business combination.

• · The original Business Combination Agreement was dated November 19, 2025.
• · Prior amendments were made on March 19, 2026 (First), May 6, 2026 (Second), and June 30, 2026 (Third).
• · The new Outside Date is September 21, 2026.
• · The termination right under Section 8.1(b) is not available to a party whose breach caused the failure to close by the Outside Date.

31-07-2026

Cycurion, Inc. entered into an Amendment No. 1 and Forbearance/Extension Agreement with Kustom Entertainment, Inc. to extend the closing date of the previously announced asset acquisition of Kustom's video-solutions division to on or about September 15, 2026. As consideration, Cycurion agreed to make a non-refundable $250,000 cash payment and replace 2,000,000 warrants with shares of Series H Preferred Stock having an aggregate stated value of $600,000. The Series H Preferred Stock accrues dividends at 12.0% per annum, payable quarterly, and is convertible into common stock at an effective price of $1.45 per share.

• · All conditions precedent under the original Acquisition Agreement have been fully satisfied or waived.
• · The Registration Rights Agreement was amended to cover common stock issuable upon conversion of, or dividend payment on, Series H Preferred Stock.

31-07-2026

VSee Health, Inc. entered into a Securities Purchase Agreement with Labrys Fund II, L.P. on June 30, 2026, for the sale of a Note and related securities in a private placement exempt under Section 4(a)(2) and Rule 506(b) of the Securities Act. The agreement includes covenants requiring shareholder approval for issuances exceeding 6,000,000 shares (the Exchange Cap) under Nasdaq Rule 5635(d), and mandates the purchase of D&O insurance with tail coverage. The filing also establishes arbitration for disputes and imposes liquidated damages of $3,000 per day if material non-public information is disclosed without a corresponding 8-K filing.

• · The agreement includes a covenant that the Company shall not assert that Buyer is or has been a broker-dealer under the Securities Exchange Act of 1934.
• · The Company must hold a special shareholder meeting on or before the Mandatory Date (180 calendar days after June 30, 2026) to seek shareholder approval for issuances above the Exchange Cap.
• · If shareholder approval is not obtained at the first meeting, the Company must call subsequent meetings as often as possible until approval is obtained.
• · Until shareholder approval is effective, the Buyer cannot be issued shares exceeding the Exchange Cap unless the Common Stock is no longer listed on Nasdaq.
• · Breach of certain covenants constitutes an Event of Default under the Note.
• · The Company must provide corporate resolutions and issuance approvals to the transfer agent within 6 hours of each conversion of the Note.
• · The agreement mandates binding arbitration for all claims under the Transaction Documents, governed by Delaware law.

31-07-2026

Ashland Inc. and its wholly-owned subsidiary CVG Capital III LLC entered into a Fifth Amendment to their Receivables Purchase Agreement, dated July 30, 2026, with PNC Bank as Administrative Agent and a purchaser group. The amendment modifies the existing 2021 receivables facility, including an updated fee letter, but does not disclose any changes to the facility size, pricing, or maturity. No termination events or defaults were triggered, and the amendment is a routine refinancing or administrative update to the company's securitization program.

• · The Fifth Amendment was entered into on July 30, 2026, and amends the Receivables Purchase Agreement originally dated March 17, 2021.
• · Concurrently, an Amended and Restated Fee Letter was executed with PNC Capital Markets LLC as Structuring Agent.
• · The amendment includes an upfront fee payable to the Administrative Agent as set forth in the Amended Fee Letter.
• · The Seller (CVG Capital III LLC) and Servicer (Ashland Inc.) represented that no Event of Termination, Servicer Default, or Unmatured Event of Termination exists or would result from the amendment.

31-07-2026

International Tower Hill Mines Ltd. (THM) announced the appointment of Shane Parrow as President and COO, effective July 27, 2026, with an annual base salary of $400,000 and eligibility for a target annual bonus of 50% of base salary. The Board also expanded from seven to nine directors, appointing Parrow and David Wiens to fill the vacancies. No financial results or period-over-period comparisons were provided in this filing.

• · Shane Parrow previously served as VP & General Manager of Kinross Gold Corporation (Jan 2026 – Jun 2026) overseeing Fort Knox and Manh Choh operations.
• · Parrow's employment agreement includes severance: one year's base salary plus prorated bonus at 100% upon termination without cause or with good reason.
• · In the event of termination without cause or with good reason within six months of a change in control, severance includes cash equal to one year's base salary plus prorated bonus at 100%, and automatic vesting of unvested Parrow Equity Award.
• · Parrow's employment agreement includes a one-year non-compete and non-solicitation covenant.
• · David Wiens was also appointed as a director effective as of the Wiens Start Date; neither Parrow nor Wiens will serve on any Board committees or receive additional compensation for Board service.
• · The Parrow Equity Award (312,500 RSUs) vests in three equal annual installments beginning on the first anniversary of the Parrow Start Date, subject to continued service.

31-07-2026

Arrive AI Inc. announced the resignation of its CFO Todd Pepmeier and director Laurie Tucker in late July 2026. The CFO departure effective August 10, 2026, removes a key executive; the director resignation was not due to any disagreement. These simultaneous departures may raise governance concerns. No revenue or financial metrics were disclosed in the filing.

• · CFO resignation effective August 10, 2026.
• · Director resignation not due to any disagreement with the company.
• · No successor named for either role at filing date.
• · Company is an emerging growth company.

31-07-2026

Addentax Group Corp. entered into private placement agreements on July 30, 2026, issuing 677,084 shares at $4.80 per share to three investors, including related parties, for aggregate gross proceeds of approximately $3.25 million. The proceeds will be used for general corporate purposes, working capital, and potential strategic investments. The issuance is exempt from registration under Regulation S.

• · The private placement was approved by the Audit Committee as a related party transaction on July 29, 2026.
• · Mr. Hong Zhihao and Mr. Hong Zhiwang are brothers of CEO Hong Zhida.
• · The shares are unregistered and will bear restrictive legends.
• · The offering is exempt under Regulation S, targeting non-U.S. persons.

31-07-2026

On July 29, 2026, the Compensation Committee of Tianci International, Inc. granted 100,000 shares of common stock under the 2024 Equity Incentive Plan. Of these, 85,000 shares were awarded to three officers: CEO Shufang Gao (45,000 shares), CFO Wei Fang (20,000 shares), and VP Ying Deng (20,000 shares). The remaining 15,000 shares were granted to an employee and a consultant. No financial terms or vesting conditions were disclosed, and no prior-period comparison is available.

• · The Compensation Committee authorized the grant on July 29, 2026.
• · The filing does not specify the vesting schedule, exercise price, or fair value of the shares granted.
• · No prior-period equity grants were disclosed for comparison.

31-07-2026

HF Foods Group Inc. entered into a Joinder and Amendment No. 7 to its Third Amended and Restated Credit Agreement, increasing term loans by approximately $34.7 million to $125 million. The amendment also added four new real estate borrowers and required a $6.76 million prepayment of revolving loans, reducing the revolving balance from $66.49 million to $59.73 million. Wells Fargo Bank, N.A. ceased to be a lender under the agreement.

• · The amendment is dated July 29, 2026, and filed on July 31, 2026.
• · Wells Fargo Bank, N.A. ceased to be a lender and terminated its commitment under the credit agreement.
• · New lenders joined the credit agreement as part of the amendment.
• · No default or event of default occurred or was continuing before or after the amendment.

31-07-2026

CO2 Energy Transition Corp. (NOEMR) announced the resignation of CEO and President Brady Rodgers on July 27, 2026, effective immediately, followed by the election of Chairman Charles Fox as his successor on July 29, 2026. Andrew Martin was also appointed to the Board of Directors. The departures and appointments signal a leadership reshuffle, though no disagreements with operations were cited.

• · Brady Rodgers resigned as CEO, President and director on July 27, 2026, with no disagreement regarding operations.
• · Charles Fox was elected CEO and President effective July 29, 2026, while remaining Chairman.
• · Charles Fox is CEO and co-founder of Windy Cove Energy II and Pure Earth Plasma Holdings, both investors in the sponsor entity.
• · Fox previously served as VP of operations and engineering for Kinder Morgan CO2 Company (2000–2013).
• · Andrew Martin was appointed to the Board effective July 29, 2026; he is Managing Partner of Challenge Group International and President of the sponsor entity CO2 Energy Transition, LLC.

31-07-2026

aTyr Pharma and Kyorin Pharmaceutical have formally terminated their Collaboration and License Agreement, originally signed in January 2020, effective July 30, 2026. Kyorin notified aTyr of its intention to terminate on May 12, 2026. Under the termination agreement, aTyr regains worldwide, perpetual, royalty-free licenses to all Kyorin background technology and new Kyorin IP related to the reversion products (including efzofitimod), and Kyorin will transfer all relevant data, regulatory filings, and orphan drug designation to aTyr. No outstanding development cost payments are due from Kyorin to aTyr.

• · The termination was effective July 30, 2026, following Kyorin's notice on May 12, 2026.
• · All ancillary agreements (Clinical Quality, Clinical Supply, Phase 2/3 Clinical Quality, Clinical Study, Safety Data Exchange) are also terminated or will be terminated upon regulatory notification.
• · Kyorin grants aTyr a worldwide, irrevocable, perpetual, royalty-free, non-exclusive license under Kyorin Background Technology and an exclusive license under New Kyorin IP for reversion products.
• · Kyorin will transfer all Handover Documents and Essential Documents to aTyr as promptly as practicable.
• · Kyorin will assign the orphan drug designation for efzofitimod in the Kyorin Territory to aTyr.
• · Kyorin will continue as sponsor of Phase 1 and Phase 3 studies in the Kyorin Territory for archiving until the regulatory archival period expires, then assign that role to aTyr.
• · No outstanding development cost payments are due from Kyorin to aTyr.
• · The agreement is governed by Swiss law, with arbitration under the original Collaboration Agreement's terms.
• · Kyorin represents it has fully disclosed all material technical data, clinical results, and proprietary information necessary for transitioning the reversion products.

31-07-2026

CenterPoint Energy, Inc. entered into an underwriting agreement on July 30, 2026, for a public offering of $700,000,000 aggregate principal amount of 6.400% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, Series E, due 2058. The notes will mature on August 15, 2058, with interest payable semi-annually, and the company may defer interest payments for up to 20 consecutive semi-annual periods under certain conditions. The offering is underwritten by a syndicate including Mizuho Securities, PNC Capital Markets, Scotia Capital, TD Securities, and U.S. Bancorp Investments.

• · The notes are unsecured obligations and rank junior to existing and future Senior Indebtedness.
• · Interest is payable semi-annually on February 15 and August 15, beginning February 15, 2027.
• · The company may defer interest payments for up to 20 consecutive semi-annual periods, subject to no Event of Default.
• · During any deferral period, the company is restricted from paying dividends, redeeming capital stock, or making payments on equally or junior ranking indebtedness.
• · The offering is made under registration statement on Form S-3 (Registration No. 333-295924).

31-07-2026

Transglobal Management Group, Inc. (formerly Marquie Group) disclosed on July 31, 2026 that its planned acquisition of substantially all assets of the Apache Creek Golf Course business has been terminated after the company failed to secure necessary financing. The seller will retain a $200,000 deposit, which the company expects to recognize as a loss. The termination follows unsuccessful discussions with the seller regarding restructuring of payment terms.

• · The Purchase Agreement was dated April 1, 2026, with an Amendment and Clarification Agreement dated April 10, 2026.
• · The acquisition target was the Apache Creek Golf Course business located in Apache Junction, Arizona.
• · The company was unable to obtain the financing necessary to complete the acquisition.
• · The seller will retain the previously paid $200,000 deposit.

31-07-2026

T1 Energy Inc. entered into a Note Purchase Agreement on July 29, 2026, for the issuance of $4.75% Convertible Senior Notes due 2031. The proceeds will be used for construction and development of Phase 1 of its solar cell manufacturing fab in Milam County, Texas, and for general corporate purposes. The offering is exempt from registration under the Securities Act, and the notes are convertible into cash, common stock, or a combination at the company's option.

• · The Notes are convertible into cash, shares of common stock, or a combination at the company's option.
• · The offering is made under Section 4(a)(2) of the Securities Act, exempt from registration.
• · Closing is scheduled for two business days after the Effective Date (July 29, 2026), subject to satisfaction of conditions.
• · The Indenture will be with U.S. Bank Trust Company, National Association as trustee.
• · The company represents it is not required to register as an investment company under the Investment Company Act of 1940.

31-07-2026

Profusa, Inc. filed an 8-K on July 31, 2026, reporting multiple material events including entry into a definitive agreement (Item 1.01), unregistered sales of equity securities (Item 3.02), amendments to its articles of incorporation (Item 5.03), Regulation FD disclosure (Item 7.01), and other events (Item 8.01). However, the filing does not disclose specific financial terms, transaction values, share counts, or any period-over-period performance metrics, making it impossible to assess the magnitude or direction of the financial impact. The filing appears to be mandatory due to the triggering events, but the lack of quantitative data limits actionable analysis.

• · Filing date: July 31, 2026
• · Filing size: 580 KB
• · Multiple items reported: Items 1.01, 3.02, 5.03, 7.01, 8.01, 9.01
• · No financial statements or exhibits were described in the provided summary
• · Sector not specified in the filing metadata

31-07-2026

Virtuix Holdings Inc. (VTIX) disclosed that Director Parth Jani will not stand for re-election at the 2026 Annual Meeting, with his term ending at that meeting. The departure is not due to any disagreement with the company regarding operations, policies, or practices. This is a routine board transition with no negative implications disclosed.

31-07-2026

Nocera, Inc. (NCRA) received a letter from Nasdaq on July 28, 2026, confirming that it has regained compliance with the minimum bid price requirement of $1.00 per share under Listing Rule 5550(a)(2). The company's closing bid price remained at or above $1.00 for 15 consecutive business days from July 7 through July 27, 2026, closing the matter that began with a deficiency notice on February 2, 2026. The letter also notes that if the company had effected a reverse stock split in the prior one-year period or cumulative splits of 250 shares or more to one over two years, it would not be eligible for a compliance period, but no such action is indicated.

• · The deficiency notice was originally issued on February 2, 2026.
• · The compliance period ran from July 7 through July 27, 2026.
• · The matter is now closed, and no further action is required from the company regarding this issue.
• · The letter includes a reminder that a reverse stock split within the prior year or cumulative splits of 250:1 or more over two years would disqualify the company from a compliance period.

31-07-2026

ONAR Holding Corp entered into Amendment No. 1 to its Letter of Intent with Advertise Purple, Inc., agreeing to pay a $1,000,000 down payment toward the acquisition of all outstanding equity of Advertise Purple. The down payment is refundable only if ONAR is ready to close and Advertise Purple or its sellers fail to sign the fully negotiated purchase agreement; otherwise it is non-refundable. The proposed purchase agreement must be executed by August 27, 2026, or the LOI terminates automatically.

• · The down payment is refundable only if ONAR delivers a Closing Readiness Notice and Advertise Purple or its sellers fail to sign the Proposed Purchase Agreement within 5 business days.
• · If the Proposed Purchase Agreement is not executed by August 27, 2026, the LOI and amendment automatically terminate with no further liability.
• · If the agreement is signed but ONAR fails to deliver the purchase price within 2 business days, the LOI terminates automatically.
• · The Proposed Purchase Agreement is fully negotiated but not yet binding; it is attached as Exhibit B to the amendment.

31-07-2026

Quince Therapeutics announced conditional resignations of CEO/CMO Dirk Thye and COO/CBO/CCO Brendan Hannah, effective upon stockholder approval of three proposals at a Special Meeting on September 25, 2026. The Board conditionally appointed Brigette Roberts as CEO, John Militello as CFO, and Keith Fandrick as COO, and reduced the Board size from five to four directors. The resignations are tied to the approval of share issuances related to the Orphai acquisition and an increase in authorized shares from 250M to 275M.

• · The Special Meeting of Stockholders is anticipated on September 25, 2026.
• · The resignations are conditional on stockholder approval of three proposals: Conversion Proposal, Minimum Price Proposal, and Authorized Share Proposal.
• · The Board size will be reduced from five to four directors upon Dr. Thye's resignation.
• · The Board intends to appoint an independent director to fill the vacancy.
• · Dr. Roberts holds a B.A. in Physics and Chemistry from Harvard University and an M.D. from New York University.
• · Mr. Militello is a CPA and previously served as VP of Finance, Sr. Controller, Treasurer and PAO of Rocket Pharmaceuticals.
• · Dr. Fandrick holds a Ph.D. and A.M. in chemistry from Harvard, an MBA from UNC Chapel Hill, and a B.S. in chemistry from UC San Diego.

31-07-2026

Deluxe Corp. closed its transformative acquisition of Celero Commerce, a fintech company focused on payment solutions for SMBs, on July 31, 2026. The deal is expected to process over $70 billion in annual gross transaction volume, add more than 55,000 merchant relationships and 130 bank partners, and be accretive to adjusted EPS in the first full year with over $15 million in cost synergies. However, the company faces integration risks and ongoing declines in its legacy check and forms business, which could offset gains.

• · Deluxe will provide updated full-year 2026 guidance reflecting the Celero acquisition when it reports Q2 2026 results on August 5, 2026.
• · Deluxe intends to hold an investor day conference in December 2026 to expand on the integrated business.
• · The acquisition moves Deluxe toward top 10 non-bank merchant acquirer status based on Nilson reporting.
• · The transaction was originally announced on June 18, 2026.
• · Deluxe processes more than $2 trillion in annual payment volume across its existing business.

31-07-2026

Warner Music Group announced that CFO & COO Armin Zerza has stepped down effective immediately for personal reasons. He will remain available through the end of the fiscal year to assist with the transition. SVP, Global Controller and Chief Accounting Officer Lou Dickler has been appointed Acting CFO, and the company has initiated a formal search for a permanent CFO.

• · Armin Zerza's departure is effective immediately, but he will remain available through the end of the fiscal year.
• · Lou Dickler has previously served as Acting CFO, indicating familiarity with the role.
• · A formal search for a permanent CFO has been initiated.

31-07-2026

Vaso Corporation sold its wholly owned subsidiary NetWolves Network Services LLC to COEO Solutions, LLC for a base purchase price of $14,500,000 in cash, subject to customary post-closing adjustments. The transaction closed on July 31, 2026, and NetWolves ceased to be an indirect wholly owned subsidiary of Vaso. No prior-period financial data is provided in this filing, so period-over-period comparisons are not available.

• · NetWolves is a managed network provider specializing in multi-network/multi-technology solutions including design, network redundancy, application device management, real-time monitoring, and support.
• · The purchase price is subject to post-closing adjustments based on net working capital, closing cash, closing indebtedness, and unpaid seller expenses.
• · Pro forma financial information will be filed via an amendment within four business days of the closing date.
• · The filing includes detailed representations, warranties, indemnification provisions, and restrictive covenants (non-compete, non-solicit) for the sellers.

31-07-2026

ATN International, Inc. announced that Mary Mabey will step down as Senior Vice President and General Counsel effective October 31, 2026, under a Transition Agreement dated July 27, 2026. The separation is not due to any disagreement with the company. Ms. Mabey will continue to receive her base salary through the separation date and is eligible for a pro-rated 2026 annual incentive bonus (target 60% of base salary) based 50% on company performance and 50% on individual performance, subject to a release of claims and continued service.

• · Separation effective date: October 31, 2026
• · Transition Agreement dated July 27, 2026
• · Ms. Mabey's outstanding equity awards will continue to vest through the Separation Date under the ATN International, Inc. 2023 Equity Incentive Plan
• · Bonus payment will be made in 2027 when other employees receive their bonuses
• · Receipt of benefits subject to execution and non-revocation of a release and waiver of claims

31-07-2026

Northwest Biotherapeutics entered into a $4.9 million convertible promissory note financing with Yorkville Advisors, with a 12-month term and no interest. The company also secured a standby equity subscription agreement for up to $50 million in common shares, available after the note is repaid or converted, but has no current plans to draw on it. Yorkville received a warrant to purchase up to $2 million of shares at $0.205 per share.

• · The note carries a 5% original issue discount but no interest.
• · No payments are due until maturity (12 months).
• · The standby equity subscription agreement replaces a prior cancelled agreement.
• · The company can cancel the standby arrangement at any time after the note is repaid or converted.
• · Proceeds are for general corporate purposes, including lead product and in-licensed portfolios.

31-07-2026

Clean Energy Technologies, Inc. (CETY) entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC on July 28, 2026, issuing a promissory note with an aggregate principal amount of $147,840 (including $15,840 of Original Issue Discount). The note is unregistered and sold under an exemption from SEC registration, with the buyer representing accredited investor status. The company has 12,166,106 shares outstanding as of the filing date, with no material adverse changes reported since March 31, 2026.

• · The note includes a $15,840 Original Issue Discount, implying net proceeds to the company of approximately $132,000.
• · The securities are unregistered and bear a restrictive legend, with removal conditions tied to registration or exemption opinion.
• · The company's authorized common stock is 2,000,000,000 shares with $0.001 par value per share.
• · No material adverse changes have occurred since March 31, 2026, per company representation.

31-07-2026

Marpai, Inc. announced a $12 million private placement of convertible preferred stock led by Mitchell Companies, intended to accelerate growth, strengthen its technology platform, and improve its financial position. The offering consists of 12,100 shares of newly designated convertible preferred stock at $1,000 per share with an initial conversion price of $1.00, and includes an 8% dividend payable in common stock upon a liquidity event or conversion. While the investment provides significant capital and strategic backing, the securities are unregistered and subject to restrictions, and the company faces forward-looking risks including market conditions and competitive pressures.

• · The preferred stock automatically converts into common stock upon a qualified public offering or a vote of 60% of preferred holders.
• · The securities are unregistered and cannot be sold in the U.S. absent registration or an exemption.
• · Marpai trades on the OTCQX under the symbol MRAI.
• · Mitchell Companies is a family office and investment platform focused on industrial services, technology-enabled services, healthcare, energy, and related sectors.

31-07-2026

ChargePoint Holdings, Inc. announced a reorganization on July 29, 2026, including a 10% workforce reduction, with estimated restructuring costs of $6 million to be incurred primarily in Q2 and Q3 of fiscal 2027. The company also disclosed the departure of Chief Revenue Officer John “David” Vice, effective July 28, 2026, who will remain for a four-month transition period and is eligible for severance. While the company reaffirmed its Q2 FY2027 revenue guidance of $100M-$110M, the restructuring signals ongoing cost pressures and management changes.

• · The workforce reduction is approximately 10% of the current global workforce.
• · Restructuring costs of ~$6M include severance, employee benefits, and facility-related costs.
• · The reorganization is expected to be completed in Q3 of fiscal year 2027.
• · Mr. Vice's separation as CRO was effective July 28, 2026, with a four-month transition period.
• · Mr. Vice is eligible for severance under the Executive Severance Plan, subject to a release of claims.
• · The company reaffirmed prior Q2 FY2027 revenue guidance of $100M to $110M.

31-07-2026

CDT Equity Inc. entered into a Securities Purchase Agreement on July 30, 2026 to acquire 270 shares (4.76% stake) of Sarborg Limited from certain stockholders. As consideration, CDT will issue pre-funded warrants to purchase up to 12,131,770 shares of its common stock at an exercise price of $0.0001 per share, subject to stockholder approval under Nasdaq rules. Separately, CDT issued 123,537 shares of common stock to four service providers for services rendered. The transactions involve related parties, including CEO Andrew Regan, who is also a director and stockholder of Sarborg and participated in the deal.

• · The pre-funded warrants cannot be exercised until CDT obtains stockholder approval for issuance exceeding 19.99% of outstanding common stock or voting power.
• · CDT agreed to file a resale registration statement for the pre-funded warrant shares within 60 days of closing.
• · Directors Chele Farley and Ulrik Olsen are stockholders of Sarborg but did not participate in the transaction.
• · The securities were issued in reliance on Section 4(a)(2) and/or Rule 506 of Regulation D, exempt from registration.

31-07-2026

Wetouch Technology Inc. (WETH) entered into share purchase agreements with its controlling shareholders, Qixun Technology Limited and Qihong Technology Limited, to issue and sell 31,037,830 shares of common stock at $1.25 per share, raising gross proceeds of $38,797,287.50. The private placement, priced at a premium to market under Nasdaq rules, is expected to close on or about August 4, 2026, and the shares are subject to a one-year lock-up period. The company intends to use the proceeds to acquire or develop touch-screen complete systems, either through in-house development or acquisition from established manufacturers.

• · The offering was priced at a premium to market under Nasdaq rules.
• · The shares are being sold in reliance on exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
• · Each purchaser represented that they are an 'accredited investor' and are acquiring the securities for investment purposes.
• · The closing is subject to customary conditions, including no governmental authority restraining the transaction.

31-07-2026

Nixxy, Inc. announced it is in negotiations to directly procure the Nakota AI infrastructure campus project, aiming to own a larger percentage than previously contemplated, and that the Letter of Intent for the Tachyon9 transaction has expired. The company reaffirms its commitment to advancing Nakota as a cornerstone of its broader AI infrastructure platform, but the termination of the Tachyon9 deal represents a setback in its transaction pipeline. No financial figures or period-over-period comparisons were provided in this filing.

• · The previously disclosed Letter of Intent for the Tachyon9 transaction has expired and concluded.
• · Nixxy is working on a long-term global definitive agreement to acquire the entire Nakota project.
• · The new structure will allow Nixxy to own a much larger percentage of the Nakota project than previously contemplated.
• · Nakota is envisioned as a next-generation AI infrastructure campus integrating dedicated power generation, natural gas infrastructure, digital infrastructure, and scalable expansion capabilities.

31-07-2026

XPEL, Inc. announced the resignation of board member Mark Thornton, effective July 30, 2026. Thornton resigned due to a new policy by his employer prohibiting board service, not due to any disagreement with the company. The board thanked him for his service.

• · Resignation effective immediately on July 30, 2026
• · No disagreement with company operations, policies, or practices
• · Resignation triggered by employer's new policy prohibiting board service

31-07-2026

Pinnacle Financial Partners, Inc. amended its bylaws on July 29, 2026, to extend Vice Chairman and Chief Banking Officer Robert A. McCabe's service by an additional year. The amendment changes the Vice Chairman Succession Date from the first anniversary of the Effective Time to the second anniversary, and removes the one-year limitation on Mr. McCabe's service. This is a non-financial governance change that retains a key executive for a longer period.

• · The amendment extends Mr. McCabe's service as Vice Chairman of the Boards of Directors and as Chief Banking Officer of both the Corporation and Pinnacle Bank by one additional year.
• · The Board of Directors unanimously determined the amendment is in the best interests of the Corporation and its shareholders.

31-07-2026

Hanmi Financial Corporation filed an 8-K announcing a proposed $55 million private placement of 10-year subordinated notes due 2036, rated BBB- (stable) by Kroll Bond Rating Agency. The notes will be issued under Regulation D to institutional accredited investors and qualified institutional buyers, with proceeds used to redeem outstanding indebtedness and for general corporate purposes. The company reported $8.0B in total assets, $6.5B in loans, $7.0B in deposits, 9% loan growth (CAGR since 2013), a tangible common equity to tangible assets ratio of 10.03%, and tangible book value per share of $27.04 as of Q2 2026.

• · The notes have a 5-year non-call period, then callable at par plus accrued interest.
• · Interest payments: first 5 years fixed-rate semi-annual; thereafter floating-rate quarterly.
• · The offering is structured to comply with Tier 2 capital treatment regulatory requirements.
• · Sole placement agent is Hanmi Financial Corporation itself.
• · The company operates 32 full-service branches, 5 loan production offices, and 3 loan centers across 9 states.
• · Hanmi was founded in 1982 as the first Korean-American bank in the U.S. and is the second largest Korean-American bank.
• · The company acquired Central Bancorp, Inc. ($1.3 billion in assets) at an unspecified date.

31-07-2026

Open Lending Corporation filed an 8-K on July 31, 2026, reporting that effective July 30, 2026, in connection with its merger into an indirect wholly-owned subsidiary of ANV Group Holdings Ltd., six directors (Jessica Buss, Abhijit Chaudhary, Eric A. Feldstein, Thomas K. Hegge, Blair J. Greenberg, and Todd C. Hart) ceased serving, and two new directors (Joseph Brecher and Jacob Decter) were appointed. The filing does not contain any financial results or period-over-period comparisons.

• · The merger was completed under Section 251(h) of the Delaware General Corporation Law.
• · The Merger Agreement was dated June 15, 2026.
• · Biographical details of the new directors were previously disclosed in the Schedule TO filed on June 29, 2026.

31-07-2026

BTCS Labs Inc. issued a $25,000 promissory note to CEO Charles Allen on July 29, 2026, bearing 6% annual interest (compounded annually) and maturing on the earlier of December 31, 2030 or a change in board majority. The note is unsecured and includes standard default provisions with an increased interest rate of 15% upon default. This is a small insider loan that does not indicate any material change in the company's financial condition.

• · Note matures on earlier of December 31, 2030 or change in board majority.
• · Interest is compounded annually on December 31 and added to principal.
• · Default triggers automatic acceleration in case of bankruptcy filing.
• · Governing law is Nevada; disputes to be resolved in Delaware County, Pennsylvania.

31-07-2026

Standex International reported strong Q4 FY26 results with sales of $228.3M (+7.7% organic YoY) and record adjusted EPS of $2.45 (+7.4% YoY). The Electronics segment led growth (+12.9% organic YoY) with a book-to-bill of 1.27, while the Engraving & Hydraulics segment declined 9.7% YoY due to market weakness. The company also completed the acquisition of the remaining 9.9% interest in Narayan for ~$64M in July 2026.

• · Record order intake of ~$270M in Q4 FY26 with a book-to-bill of 1.18.
• · Electronics segment book-to-bill of 1.27 with orders of ~$165M.
• · FY26 adjusted gross margin of 42.0% (record), adjusted operating margin of 19.4% (record).
• · FY26 GAAP EPS of $8.68; record adjusted EPS of $8.74.
• · FY27 outlook: mid-to-high single digit sales growth, high single-digit to low double-digit organic growth, >20 new products, fast growth market sales expected to grow ~20% to >$310M.
• · Q1 FY27 outlook: moderately higher revenue YoY, slightly higher revenue sequentially, slightly to moderately higher adjusted operating margin.
• · Aerospace & Defense segment expected moderately lower revenue and margin sequentially in Q1 FY27 due to project timing.
• · Engraving & Hydraulics segment declined 9.7% YoY due to general market weakness.
• · No share repurchases in Q4 FY26; ~$28M remaining on authorization.
• · FY27 capex expected between $45M and $55M, up from $28.6M in FY26, primarily for capacity expansion in Electronics Grid.
• · Dividend increased 6.3% YoY to $0.34 per share.
• · Net debt reduced to $339.2M from $448.0M a year ago (24.3% decrease).

31-07-2026

Bain Capital Specialty Finance, Inc. (BCSF) entered into a Fourth Amendment to its Senior Secured Revolving Credit Agreement, dated July 28, 2026, with Sumitomo Mitsui Banking Corporation as Administrative Agent. The amendment adds new lenders, reduces commitments of certain existing lenders, and increases commitments of other existing lenders, while reaffirming guarantees and security interests. No financial terms or amounts were disclosed in the filing.

• · The amendment is dated July 28, 2026, and was filed on July 31, 2026.
• · New lenders were added and certain existing lenders had their revolving commitments reduced.
• · The amendment reaffirms all guarantees and security interests under the existing Guarantee and Security Agreement.
• · No default was continuing as of the amendment effective date.

31-07-2026

Tredegar Corporation announced the retirement of CFO, Treasurer, and Vice President Frasier W. Brickhouse II, effective September 1, 2026, after more than 30 years of service. The Board is actively evaluating transition options, but no successor has been named yet. The departure is a planned retirement and not a sudden resignation, but the lack of a named successor introduces near-term leadership uncertainty.

• · Brickhouse joined Tredegar in 1993, serving over 30 years.
• · His responsibilities included accounting, treasury, financial planning, and corporate governance.
• · The company operates manufacturing facilities in North America and Asia.
• · Tredegar has two primary businesses: custom aluminum extrusions and films for electronics and packaging.

31-07-2026

MSD Investment Corp. entered into an amended and restated senior secured credit agreement dated July 30, 2026, with JPMorgan Chase Bank, N.A. as administrative agent and a syndicate of lenders, providing a $920,000,000 credit facility. The facility amends and restates the existing credit facility dated December 20, 2024. The agreement includes detailed terms on borrowing, interest rates, covenants, and events of default, and references the company's existing senior notes totaling over $1.8 billion.

• · The credit facility is a senior secured facility with JPMorgan Chase Bank, N.A. as administrative agent.
• · Joint bookrunners and joint lead arrangers include JPMorgan Chase Bank, N.A., Citizens Bank, N.A., Royal Bank of Canada, and Sumitomo Mitsui Banking Corporation.
• · The agreement amends and restates the existing credit facility dated December 20, 2024.
• · The facility includes provisions for letters of credit, swingline loans, and multicurrency borrowings in CAD, EUR, GBP, and other foreign currencies.
• · The agreement defines an 'Additional Debt Amount' as the greater of $50,000,000 or 5% of Shareholders' Equity.
• · The filing references multiple series of existing senior notes with maturities from 2027 to 2031, totaling over $1.8 billion in principal.

31-07-2026

Planet 13 Holdings Inc. (PLNH) has entered into a definitive Agreement and Plan of Merger with Vireo Growth Inc., under which Vireo will acquire Planet 13 through a merger, with Planet 13 surviving as a wholly owned subsidiary. The merger is intended to qualify as a tax-free reorganization and is subject to stockholder approval and other customary conditions. Concurrently, certain stockholders, including founders, have entered into voting and lock-up agreements, and the founders have signed employment agreements with restricted stock units tied to post-closing revenue targets.

• · The merger is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.
• · The Company Board established a Special Committee of independent directors to evaluate and negotiate the transaction.
• · The Founders (Larry Scheffler, Robert Groesbeck, Christopher Wren) will receive restricted stock units in Vireo Growth Inc. subject to achievement of specified revenue targets post-closing.
• · The merger requires approval by Planet 13 stockholders.
• · The merger is subject to customary closing conditions, including regulatory approvals and the absence of material adverse effects.

31-07-2026

J.W. Mays, Inc. entered into a transition agreement with CFO Ward Lyke, Jr., who will step down on September 25, 2026. The company will pay his $316,000 base salary through that date and offer separation benefits including six weeks of salary ($36,461.54), a company vehicle, and a cellphone. Controller Kevin Guptar will succeed him as Principal Financial and Accounting Officer.

• · Lyke's departure is not related to any disagreements with the company.
• · The separation benefits are contingent on Lyke signing a general release and remaining in good standing through the end date.
• · The transition agreement extends the prior employment agreement (dated August 1, 2023) through September 25, 2026.

31-07-2026

Wabash National Corporation announced the resignation of director Sudhanshu Priyadarshi, effective August 1, 2026. The resignation was not due to any disagreement with the company or its board. This is a routine board change with no financial impact disclosed.

• · Resignation accepted on July 27, 2026, effective August 1, 2026.
• · No disagreement cited for the resignation.

31-07-2026

The Timken Company appointed Stephen P. Ribaudo as Executive Vice President and Chief Operating Officer, effective September 1, 2026, and Timothy A. Graham as Executive Vice President and Chief Commercial Officer. Ribaudo will receive a base salary of $670,000 per year, a target short-term incentive of 80% of base salary, a long-term equity target of at least $1,794,000 for the first year, a $250,000 cash sign-on payment, and a $1,000,000 make-whole RSU award. The filing does not contain any financial results or period-over-period comparisons.

• · Stephen P. Ribaudo, age 41, previously served as Senior Vice President and General Manager of Commercial HVAC Americas at Carrier since April 2026.
• · Ribaudo's 2026 short-term incentive payout will be calculated as if he had been employed since January 1, 2026.
• · The 2026 long-term equity grant will consist of time-based RSUs vesting ratably over four years and target performance-based RSUs for the 2026-2028 performance period.
• · The $1,000,000 make-whole RSU award vests in one-third amounts on each of the first three anniversaries of the grant date.
• · Timothy A. Graham will lead enterprise-wide commercial strategy, marketing, and commercial sales excellence, including oversight of sales execution and revenue growth in each region.
• · Severance Agreement provides cash severance equal to base salary plus target annual incentive (plus up to one year benefits) for qualifying termination before a change in control, and two times that sum (plus up to two years benefits) for qualifying termination within two years after a change in control.

31-07-2026

PSQ Holdings, Inc. (NYSE: PSQH) announced a definitive agreement to sell its direct-to-consumer diaper and baby products brand, EveryLife, to FreeHold Brands, LLC for $5.5 million in cash. The transaction, expected to close by September 30, 2026, will complete the company's exit from direct-to-consumer commerce and sharpen its focus on its core payments and financial infrastructure business. EveryLife has been reported as discontinued operations since Q3 2025, so the sale is expected to have no impact on continuing operations.

• · FullSend Partners acted as financial advisor to the Company in connection with the transaction.
• · The sale proceeds are non-dilutive, meaning no equity will be issued.
• · EveryLife has been classified as discontinued operations since Q3 2025.
• · The transaction is expected to close by September 30, 2026, subject to customary closing conditions.

31-07-2026

INOVIO Pharmaceuticals announced a proposed underwritten public offering of shares of its common stock and accompanying warrants (or pre-funded warrants in lieu thereof). Piper Sandler is acting as sole manager, and the underwriter will have a 30-day option to purchase up to 15% additional securities. The offering is subject to market conditions, and there is no assurance as to whether or when it will be completed or its final size or terms.

• · A shelf registration statement was filed with the SEC on July 2, 2026 and declared effective on July 10, 2026.
• · The offering will be made only by means of a written prospectus and prospectus supplement.
• · Copies of the preliminary prospectus supplement and accompanying prospectus may be obtained from Piper Sandler & Co. (Attention: Prospectus Department, phone: (800) 747-3924, email: prospectus@psc.com).
• · The press release includes forward-looking statements and risk factors related to market conditions and customary closing conditions.

31-07-2026

Dragonfly Energy Holdings Corp. completed the acquisition of Dakota Lithium assets for $4.0 million ($1.0M cash + $3.0M stock), expanding into marine, outdoor recreation, and specialty battery markets. The acquired business generated approximately $12 million in net revenue in 2025, though this was significantly below prior years due to working-capital and inventory constraints. The acquisition is expected to begin contributing meaningful revenue and be accretive to Adjusted EBITDA starting in Q4 2026, while concurrent lender amendments preserve about $1 million in near-term liquidity.

• · The equity consideration is subject to a 12-month contractual lock-up.
• · The transaction was facilitated by an affiliate of Resolution Financial Advisors LLC.
• · Dragonfly Energy plans to operate Dakota Lithium as a distinct brand alongside Battle Born Batteries.
• · The lender amendments include reducing the minimum cash covenant and allowing the next two quarters of interest to be paid in kind rather than in cash.

31-07-2026

Beyond Air, Inc. announced a private placement offering expected to generate up to $30.1 million in gross proceeds, including $10.2 million upfront and up to $10.0 million from short-term warrants that accelerate upon FDA clearance, plus an additional $10.0 million in long-term warrants. The financing is led by institutional healthcare investors and includes participation from directors and officers, including the CEO and CFO. Proceeds will be used for working capital and general corporate purposes, supporting the planned commercial launch of the second-generation LungFit PH pending regulatory approval.

• · The Series A warrants expire on the earlier of one year from issuance or 45 days after FDA approval of the LungFit II PMA supplement.
• · The Series B warrants expire five years from issuance.
• · The company must file a registration statement for resale of shares within 15 calendar days after closing and use best efforts to have it declared effective within 75 days after filing in case of full SEC review.
• · The offering is priced at-the-market under Nasdaq rules.
• · The closing is expected on or about July 31, 2026.

31-07-2026

Co-Diagnostics, Inc. (CODX) entered into an inducement agreement on July 30, 2026, with holders of existing warrants to exercise 1,702,362 shares at $1.571 per share, generating approximately $2.67 million in gross proceeds. In exchange, the company will issue new warrants to purchase up to 3,404,724 shares at $1.56 per share, subject to stockholder approval. The transactions will increase the outstanding share count from 5,277,846 to 6,980,208, resulting in significant dilution for existing shareholders.

• · The new warrants have a five-year term from the date of stockholder approval and an exercise price of $1.56 per share.
• · The company agreed not to issue any shares of common stock or common stock equivalents or file any other registration statement until August 31, 2026.
• · The company must use reasonable best efforts to hold a special meeting of stockholders within 90 days to obtain approval for the new warrants.
• · If stockholder approval is not obtained at the first meeting, the company must call a meeting every 90 days thereafter until approval is obtained or the warrants are no longer outstanding.
• · The new warrants include a beneficial ownership limitation of 4.99% (or up to 9.99% upon holder election).

31-07-2026

Vistagen Therapeutics appointed Dr. Douglas J. Williamson to its Board of Directors, effective July 31, 2026. Dr. Williamson brings nearly three decades of neuroscience drug development and regulatory experience, having previously served as CMO of QurAlis, EVP of R&D at Acadia Pharmaceuticals, and in senior roles at Lundbeck, Avadel, Parexel, and Eli Lilly. The appointment adds deep regulatory and late-stage development expertise as Vistagen advances its pherine pipeline, including fasedienol (Phase 3 for social anxiety disorder), itruvone (Phase 2 for major depressive disorder), and refisolone (Phase 2 for menopausal hot flashes).

• · Dr. Williamson previously served on the board of Bright Minds Biosciences (Nasdaq: DRUG) and its Compensation, Audit, Nomination and Corporate Governance Committees.
• · He holds a medical degree from the University of Edinburgh.
• · Vistagen's pherine candidates are designed to achieve therapeutic benefits without requiring absorption into the blood or uptake into the brain.