US Material Events SEC 8-K Filings — August 19, 2026

19-08-2026

On July 22, 2026, First Choice Healthcare Solutions (FCHS) entered an Amended and Restated Stock Purchase Agreement to acquire all equity of Pointe Medical Services, Pointe Med Pharmacy, Livewell MD, and Live Well Drugstore (Trulife Pharmacy) for a maximum purchase price of $21.306 million. The acquisition is tied to a separate Business Combination with Westin Acquisition Corp. and PubCo, where $6.0 million of the consideration is payable in PubCo stock and the deal is conditioned on the Business Combination closing. $300,000 in non-refundable advances have already been paid, but the transaction has not yet closed and remains subject to multiple conditions, including regulatory approvals and the absence of material adverse changes.

• · The Stock Purchase Agreement supersedes the earlier agreement from July 20, 2023, as amended.
• · Acquisition Closing is conditioned upon the consummation of the Business Combination with Westin, the effectiveness of the Registration Statement, and the availability of financings contemplated by the Business Combination Agreement.
• · Deferred cash payment of $3M is due the earlier of 45 days post-ELOC registration effective date or 90 days post-closing; accelerates upon $10M+ gross proceeds from ELOC equity sales.
• · The Deferred Cash Payment is non-interest bearing before default, then bears interest at the lesser of 12% per annum or the legal maximum.
• · Assumed Indebtedness of ~$4.306M must be repaid, refinanced, or discharged within 120 days of closing.
• · Equity Consideration has a make-good provision: if realized value is less than $3.5M at the Measurement Date (earliest of effective registration, Rule 144 eligibility, or 180 days post-closing), additional PubCo shares up to 4.999% of outstanding shares are issued; any shortfall beyond that cap is paid in cash within 30 days.
• · Performance Bonus of $1M payable by PubCo if Acquired Companies' consolidated EBITDA for the four quarters post-closing equals or exceeds 130% of EBITDA for the four quarters pre-closing.
• · Purchase Price is subject to working capital adjustment based on net working capital target of $0 at closing.
• · All Live Well Minority Members have executed joinders to the Minority Holder Agreement, so full $2.5M Minority Stock Consideration is allocable to them.
• · Closing conditions include accuracy of reps and warranties, required governmental and third-party consents, no material adverse effect on Acquired Companies since July 22, 2026, and written consent of the Live Well Drugstore manager.

19-08-2026

Kiora Pharmaceuticals licensed South Korean development and commercialization rights for its retinal disease therapy KIO-301 to Chong Kun Dang Pharmaceutical Corporation (CKD). Kiora receives a $1 million upfront payment and is eligible for development, regulatory milestone payments, and royalties on future South Korean sales. The deal completes Kiora's global partnership network for KIO-301 across the U.S., Europe, Japan, China, and now South Korea, allowing the company to focus internal resources on other pipeline assets.

• · KIO-301 is a molecular photoswitch designed to restore light sensitivity in degenerated retinal cells via a gene mutation-agnostic mechanism.
• · KIO-301 is initially being developed for retinitis pigmentosa, with potential applications in choroideremia and Stargardt disease.
• · Kiora expects its partners (Théa, Senju, CKD) to coordinate a single global Phase 3 trial for KIO-301.
• · Kiora will focus internal resources on advancing KIO-104 for retinal inflammation/fibrosis and evaluating ion channel modulators for non-ocular uses (e.g., epilepsy).
• · KIO-104 is a next-generation, non-steroidal, immuno-modulatory small-molecule inhibitor of DHODH.

19-08-2026

Datavault AI Inc. entered into a Securities Purchase Agreement with Streeterville Capital, LLC on August 18, 2026, issuing a $25.03 million convertible promissory note and 15 million pre-delivery common shares. The company received $25 million in net proceeds from the note sale plus $1,500 for the pre-delivery shares, with $30,000 in transaction expenses added to the note's principal. The agreement includes covenants restricting the company from making certain issuances without investor consent and requiring continued SEC reporting and exchange listing.

• · The convertible note has a par value of $0.0001 per common share.
• · The closing date was August 18, 2026, with closing deemed to occur at Capital Law Partners PLLC in Lehi, Utah.
• · Company covenants include maintaining listing on NYSE, NYSE American, or Nasdaq; avoiding trading halts or zero bid; and not making restricted issuances without investor consent, with exceptions for Exempt Strategic Transactions involving Helmex Financial LLP, Helmex Global LLP, NYIAX, Inc., or BankWyse.
• · Company must file a Form 8-K disclosing the transactions within four trading days of the closing date.
• · Investor is an accredited investor under Rule 501(a) of Regulation D.
• · Company represents it is not a shell company and has not had shell company status in the prior 12 months.

19-08-2026

LCNB Corp. announced the appointment of Susan B. Zaunbrecher to its Board of Directors and the Board of LCNB National Bank, effective immediately. Zaunbrecher brings over 30 years of legal, financial services, and corporate governance experience, most recently as Chief Legal Officer and Corporate Secretary of Fifth Third Bancorp. The appointment is part of LCNB's ongoing strategy to strengthen its board with experienced leadership.

• · Zaunbrecher recently retired as Chief Legal Officer and Corporate Secretary of Fifth Third Bancorp, a Fortune 500 institution.
• · She is the first woman to chair Dinsmore's Corporate Department and served on its Board of Directors and Executive Committee for nearly 20 years.
• · She earned her J.D. from the University of Cincinnati College of Law and her B.A. from Newcomb College of Tulane University.
• · LCNB Corp. common shares are traded on the NASDAQ Capital Market Exchange under the symbol LCNB.

19-08-2026

MediciNova entered into new Executive Employment Agreements with CEO Yuichi Iwaki and CMO Kazuko Matsuda on August 17, 2026, superseding prior arrangements. The agreements set base salaries of $690,246 for Dr. Iwaki and $540,143 for Dr. Matsuda, with target bonuses of 55% and 40% of base salary, respectively, and provide enhanced severance benefits including up to 24 months of salary and bonus plus full equity acceleration in change-of-control scenarios. No financial results or period-over-period comparisons are included in this filing.

• · Severance for both executives includes 12 months of base salary and COBRA coverage for involuntary termination not related to a change in control.
• · In a change-of-control termination, CEO receives 24 months of base salary plus 24 months of target bonus, 18 months COBRA, and full equity acceleration; CMO receives 18 months of base salary plus 18 months of target bonus, 18 months COBRA, and full equity acceleration.
• · Agreements include a one-year post-termination non-solicitation covenant and customary Section 280G cutback provisions.
• · Employment is at-will and governed by Delaware law.

19-08-2026

Opendoor Technologies Inc. issued $650.0 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030 in a private placement, and entered into capped call transactions costing approximately $52.5 million to reduce potential dilution. Concurrently, the company repurchased approximately $158 million of its common stock from certain investors, while J. Wood Capital Advisors purchased an additional $25 million of shares at a discount. The notes carry a conversion price of $4.71 per share, a 35% premium over the August 12, 2026 closing price of $3.49, and the capped call cap price is $6.98 per share.

• · The Notes are zero-coupon, senior unsecured obligations maturing August 15, 2030.
• · Initial conversion rate: 212.2466 shares per $1,000 principal, equivalent to an initial conversion price of ~$4.71 per share.
• · The capped call transactions have an initial cap price of $6.98 per share, representing a 100% premium over the $3.49 reference price.
• · The company may not redeem the Notes before February 22, 2029, except for a Cleanup Redemption when less than $75.0M aggregate principal remains outstanding.
• · If a reporting covenant Event of Default occurs, the company may elect to pay special interest at up to 1.00% per annum for up to 180 days as the sole remedy.
• · The share repurchase of $158M and J. Wood Capital's $25M purchase were executed on August 17, 2026, at the August 12, 2026 closing price (or a discount for J. Wood).
• · The Notes were issued in reliance on Section 3(a)(9) of the Securities Act as an exchange with security holders.

19-08-2026

Science Applications International Corp (SAIC) entered into Amendment No. 6 to its Master Accounts Receivable Purchase Agreement with MUFG Bank, Ltd., dated August 14, 2026. The amendment removes Halfaker and Associates, LLC as a seller under the agreement and requires the sellers to deposit additional funds into the Refundable Discount Advance Account equal to 1.25% of the Facility Amount. SAIC, as Performance Guarantor, reaffirmed its guarantee of all obligations of the removed seller under the agreement.

• · The amendment removes Halfaker and Associates, LLC as a seller under the Receivables Purchase Agreement, effective August 14, 2026.
• · SAIC, as Performance Guarantor, reaffirmed its guarantee of all obligations of the removed seller, including those that survive the release.
• · The sellers must deposit an additional amount into the Refundable Discount Advance Account equal to 1.25% of the Facility Amount.

19-08-2026

SpringBig Holdings, Inc. dismissed its independent auditor WithumSmith+Brown, PC on July 30, 2026, and appointed Victor Mokuolu, CPA PLLC as its new auditor. The change was approved by the Audit Committee and was not due to any disagreements on accounting principles, though Withum's prior reports included a going concern qualification. The company had previously disclosed material weaknesses in internal controls, which management concluded were remediated as of December 31, 2025.

• · The dismissal and appointment were effective immediately on July 30, 2026.
• · Withum's audit reports for fiscal years ended December 31, 2025 and 2024 contained an explanatory paragraph about substantial doubt regarding the company's ability to continue as a going concern.
• · No disagreements on accounting principles or reportable events occurred during the two most recent fiscal years and the subsequent interim period through July 30, 2026.
• · Material weaknesses in internal controls over financial reporting were identified in FY2024 but were remediated as of December 31, 2025.
• · The company is an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.

19-08-2026

Oceanhawk Acquisition Corp. (OHAC) filed an 8-K on August 19, 2026, to adopt a formal Nominating and Corporate Governance Committee Charter. The charter outlines the committee's purpose, organization, meeting requirements, and authority, including director candidate identification, corporate governance oversight, and CEO succession planning. The filing is a routine governance update with no financial impact or material business changes.

• · Committee must consist of at least two directors, all meeting independence requirements within one year of listing.
• · Committee shall meet at least twice annually unless fewer meetings are determined.
• · Committee has sole authority to retain and terminate search firms and advisors for director candidates.

19-08-2026

Loop Industries, Inc. entered into a License Agreement and a Marketing Agreement with its Indian joint venture ELITe, and a Services Agreement between ELITe and Ester Industries, all effective as of February 4, 2026. The License Agreement grants ELITe an exclusive, royalty-bearing license to use Loop's depolymerization technology to manufacture and sell recycled DMT, MEG, and specialty polymers, with tiered royalty rates that decline at higher revenue levels and become subject to minimum/maximum payments above $500 million in annual net sales. The Marketing Agreement appoints Loop as ELITe's exclusive sales representative with tiered fee structures, while the Services Agreement provides for Ester to supply operational and project management services to ELITe. No financial results or performance metrics are disclosed in this filing.

• · The License Agreement is non-transferable, perpetual (subject to termination), and exclusive (subject to exceptions) for India and other mutually agreed territories.
• · Royalty payments commence on the date of first commercial sale of a Licensed Product at the applicable facility.
• · If the Marketing Agreement is terminated, royalty rates increase across all tiers and become subject to correspondingly higher minimum and maximum annual payment thresholds.
• · Loop granted ELITe a revocable, non-exclusive, royalty-free license to use Loop's name and logo solely in connection with the sale of Licensed Products.
• · The Marketing Agreement continues indefinitely and can be terminated by either party for material breach, by Loop for ELITe's willful default on payment obligations, or upon termination of the License Agreement.
• · The Services Agreement includes a license to ELITe to use Ester's know-how in the continuous polymerization process at no additional cost.
• · Service fee payments under the Services Agreement commence on the royalty commencement date under the License Agreement.

19-08-2026

Harte Hanks (NASDAQ:HHS) has entered into a definitive agreement to be acquired by Star Equity Holdings (NASDAQ:STRR) for $5.00 per share, representing an aggregate equity value of $38.4 million and an approximately 100% premium to Harte Hanks' unaffected share price. Shareholders may elect to receive either cash (subject to a 50% cap, or ~$19.2 million) or 0.50 shares of Star Equity's 10% Series A Cumulative Perpetual Preferred Stock per Harte Hanks share. The transaction, unanimously approved by Harte Hanks' Board, includes a 30-day go-shop period expiring September 13, 2026, and is expected to close within 60 to 90 days, subject to shareholder approval and customary conditions.

• · The merger agreement includes a 30-day go-shop period expiring at 11:59 p.m. ET on September 13, 2026.
• · Star Equity shareholder approval is not expected to be required.
• · Harte Hanks may continue discussions after the go-shop period with any party that submitted a qualifying proposal.
• · The transaction is expected to close within approximately 60 to 90 days.
• · Harte Hanks does not intend to disclose developments regarding the go-shop process unless the Board determines disclosure is appropriate.

19-08-2026

AMD appointed Tim Ryan to its board of directors effective August 19, 2026, following the retirement of Joseph Householder after more than 11 years of service. Ryan brings deep expertise in technology, enterprise operations, and financial governance from his roles at Citi and PwC. The company also announced committee changes, with KC McClure named chair of the Audit and Finance Committee and Nora Denzel joining that committee.

• · Tim Ryan served as U.S. Chair and Senior Partner at PwC from 2016 to 2024 before joining Citi in 2024.
• · Ryan is a certified public accountant with a bachelor's degree in accounting and communications from Babson College.
• · KC McClure was also appointed to the Nominating and Corporate Governance Committee.
• · Nora Denzel, AMD's lead independent director, has joined the Audit and Finance Committee.

19-08-2026

Viking Acquisition Corp. II, a blank-check company, issued a $514,080 promissory note to its sponsor, Viking Acquisition Sponsor II, LLC, on August 19, 2026. The non-interest-bearing note is due upon the earlier of the company's initial business combination or its winding up, and the sponsor may convert the principal into units of the post-merger entity at $10.00 per unit. This filing signals progress toward a merger target, but the company remains a pre-revenue SPAC with no operating performance to report.

• · The note carries zero interest and is unsecured.
• · Conversion is optional for the sponsor and limited to the post-business combination entity's units.
• · The sponsor has waived any claim against the SPAC's trust account, with repayment coming only from trust proceeds released upon a business combination.
• · The note is governed by New York law and contains standard default and remedy provisions.

19-08-2026

Longeveron Inc. appointed Nirav Jhaveri, CFA, as Chief Financial Officer, principal financial officer, and principal accounting officer, effective August 19, 2026. He succeeds Marie Washburn, who will return to her former role as Corporate Controller. The company also highlighted that its Phase 2b clinical trial for laromestrocel in HLHS is anticipated to produce top-line results in September 2026.

• · Mr. Jhaveri has over 25 years of experience in capital markets, corporate finance, business development, and investor relations, including more than 15 years in the biotech sector.
• · He previously served as CFO of Opus Genetics, Insilico Medicine, and Journey Medical Corporation.
• · The Phase 2b trial for laromestrocel in HLHS is expected to produce top-line results in September 2026.
• · Laromestrocel has received five FDA designations: Orphan Drug, Fast Track, and Rare Pediatric Disease for HLHS; and RMAT and Fast Track for Alzheimer's disease.

19-08-2026

Ameresco announced that CFO Mark Chiplock will resign effective September 25, 2026, to take a CFO role at a private equity-owned company in a different industry. The company reiterated its full-year 2026 guidance with revenue of $2.0B to $2.2B, Adjusted EBITDA of $250M to $270M, and Non-GAAP EPS of $1.15 to $1.35. A search for a new CFO has begun.

• · CFO Mark Chiplock will continue in his role through September 25, 2026, to ensure an orderly transition.
• · The company has begun a search for a new CFO.
• · Ameresco has delivered over $15 billion in solutions and contracted over 5 GW of energy resources since its founding in 2000.

19-08-2026

Karman Line Acquisition Corp. (XTER) announced the pricing of its $200 million initial public offering on August 17, 2026, consisting of 20,000,000 units at $10.00 per unit, expected to close on August 19, 2026. The SPAC intends to focus on business combinations in the aerospace and defense sectors, including space-based infrastructure. The offering targets a specific sector for acquisition but carries forward-looking uncertainties regarding completion of any business combination.

• · Units are expected to begin trading on Nasdaq under ticker 'XTERU' on August 18, 2026.
• · The offering is expected to close on August 19, 2026.
• · Underwriters have a 45-day option to purchase up to 3,000,000 additional units to cover over-allotments.
• · The registration statement was declared effective by the SEC on August 17, 2026.
• · The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
• · The Company intends to focus on sectors aligned with space-based infrastructure, specifically aerospace and defense.

19-08-2026

Zhak Cohen, a GPC Fund nominee to the Board of Bowhead Specialty Holdings Inc., resigned effective August 17, 2026, in connection with his departure from Gallatin Point Capital LLC. The resignation was not due to any disagreement with the company on operations, policies, or practices.

• · Resignation effective August 17, 2026
• · Zhak Cohen was a nominee of GPC Fund to the Board under a Board Nominee Agreement dated May 23, 2024
• · Resignation related to Cohen's departure from Gallatin Point Capital LLC earlier in summer 2026
• · No disagreement with the company on operations, policies, or practices

19-08-2026

Granite Ridge Resources, Inc. announced that Grey Rock Investment Partners distributed 14,000,000 shares to limited partners, reducing its beneficial ownership to approximately 39% and ending the company's status as a "controlled company" under NYSE standards. The Board expanded from seven to nine members with the appointment of two independent directors, Jonathan Adams and John Cocke, creating a majority-independent board. While the distribution reflects positive governance progress, the company remains heavily reliant on Grey Rock, which continues as its largest shareholder and maintains existing service agreements; the company also anticipates an inflection to free cash flow in 2027, but no specific financial results or growth metrics were reported in this filing.

• · The share distribution was made in kind under an effective resale registration statement; it was not an underwritten offering and Granite Ridge received no proceeds.
• · The total number of shares outstanding was unchanged by the distribution; Granite Ridge did not issue any new shares.
• · The company expects to complete its transition to a non-controlled governance structure within NYSE phase-in periods.
• · Grey Rock's Master Services Agreement and the agreements governing Operated Partnerships remain unchanged.
• · Granite Ridge anticipates an inflection to free cash flow in 2027.
• · Mr. Adams is a CFA charterholder and licensed CPA in Texas; Mr. Cocke is also a CFA charterholder.

19-08-2026

Griffon Corporation entered into a Third Amendment to its Fifth Amended and Restated Credit Agreement, replacing all existing revolving commitments with a new revolving credit facility (the Sixth Amended and Restated Credit Agreement). The amendment, effective August 18, 2026, refinances existing revolving loans and involves multiple financial institutions as arrangers and agents. No specific financial amounts or performance metrics are disclosed in this filing.

• · The amendment replaces all Existing Revolving Commitments with New Revolving Commitments under the Sixth Amended and Restated Credit Agreement.
• · Joint lead arrangers and joint bookrunners include BofA Securities, Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and Wells Fargo Securities, LLC.
• · Co-syndication agents are BNP Paribas, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, and Wells Fargo Bank, National Association.
• · Co-documentation agents are Capital One, National Association, Manufacturers and Traders Trust Company, Morgan Stanley Senior Funding, Inc., and TD Bank, N.A.
• · The amendment became effective on August 18, 2026, subject to satisfaction of conditions including payment of fees, delivery of legal opinions, and no default continuing.

19-08-2026

FrontView REIT, Inc. entered into an Amended and Restated Distribution Agreement on August 19, 2026, allowing it to sell up to $125.0 million of its common stock through an at-the-market offering program. The company had already sold approximately $50.7 million under the prior agreement, leaving about $74.3 million available for future sales. The agreement also provides for potential forward sale transactions, with commissions capped at 2.0% of gross sales price.

• · The Distribution Agreement amends and restates the prior distribution agreement dated February 27, 2026.
• · Shares may be sold through Agents as sales agents or directly to Agents as principal at agreed-upon prices.
• · Sales may be made in 'at-the-market' offerings, negotiated transactions, or block trades.
• · The Company may enter into forward sale agreements with multiple forward purchasers, including contingent and non-contingent forms.
• · In contingent forward transactions, the Company's obligation to sell shares is contingent on the forward purchaser's exercise of a contingency.
• · The Company may not initially receive proceeds from forward sales but expects to receive net proceeds upon physical settlement of fixed share forward transactions.
• · The Company may elect cash or net share settlement, potentially resulting in no proceeds or owing cash/shares.
• · Commissions for forward transactions are capped at 2.0% of the initial forward price or gross sales price.
• · The shares are issued under shelf registration statement on Form S-3 (No. 333-292002) effective December 17, 2025.
• · A prospectus supplement dated August 19, 2026 was filed.

19-08-2026

Newell Brands issued $600M of 6.250% senior notes due 2031 to refinance its outstanding 6.375% senior notes due 2027 and repay a portion of its asset-based revolving credit facility. The company will redeem the 2027 Notes at 101.530% of par plus accrued interest, with the redemption date set for August 20, 2026. The new notes are senior unsecured and contain customary covenants that may terminate upon achieving investment grade ratings.

• · The new notes were issued in an exempt transaction under the Securities Act of 1933.
• · The Indenture includes covenants limiting additional debt, liens, asset sales, loans, investments, affiliate transactions, and distributions, subject to exceptions and potential termination upon investment grade ratings.
• · A change of control combined with a ratings downgrade would trigger an offer to repurchase the notes at 101% of principal plus accrued interest.
• · The redemption of the 2027 Notes is scheduled for August 20, 2026.

19-08-2026

Xcel Brands, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC on August 18, 2026, allowing the company to sell up to $10,000,000 of its common stock in at-the-market offerings. The agreement includes a 3.0% commission to the Agent and contains customary representations, warranties, and indemnification provisions. This filing does not include any financial results or period-over-period comparisons, so no performance metrics are available.

• · The offering is registered under the Securities Act via Form S-3 (File No. 333-276698), declared effective on February 6, 2024.
• · A prospectus supplement dated August 18, 2026 was filed with the SEC.
• · The Sales Agreement may be terminated by the Agent if not fully satisfied with its review of the Company and its business.
• · The agreement includes indemnification for the Agent against certain liabilities, including under the Securities Act.

19-08-2026

Public Service Company of New Mexico, a subsidiary of TXNM Energy Inc, entered into a Note Purchase Agreement on August 19, 2026, to issue and sell $200,000,000 aggregate principal amount of senior unsecured notes in three series: $115,000,000 of 5.44% Series A notes due 2029, $50,000,000 of 5.82% Series B notes due 2034, and $35,000,000 of 6.12% Series C notes due 2038. The notes were sold at 100% of principal amount to institutional purchasers in a private placement. Proceeds are intended for general corporate purposes, subject to regulatory approval from the New Mexico Public Regulation Commission.

• · The notes are senior unsecured obligations of Public Service Company of New Mexico.
• · The notes were sold at 100% of principal amount.
• · The closing occurred on August 19, 2026.
• · The notes are subject to a make-whole amount on optional prepayment.
• · The agreement includes a change of control provision.
• · The agreement includes a financial covenant (Section 10.7).
• · The sale is subject to approval by the New Mexico Public Regulation Commission (NMPRC).

19-08-2026

OptimumBank Holdings, Inc. (OPHC) filed an 8-K on August 19, 2026, reporting entry into a material definitive agreement (Items 1.01, 2.03, 7.01, 9.01). The filing includes Exhibit 99.1, but no specific financial figures, performance metrics, or period-over-period comparisons are disclosed in the provided content. The filing appears to be a routine disclosure of a material agreement without quantitative data on revenue, earnings, or segment performance.

• · Filing type is 8-K with items 1.01 (entry into material definitive agreement), 2.03 (creation of direct financial obligation), 7.01 (regulation FD disclosure), and 9.01 (financial statements and exhibits).
• · Exhibit 99.1 is referenced but its content is not provided in the extracted text.

19-08-2026

AVAX One Technology Ltd. announced the departure of CFO Chris Polimeni effective August 17, 2026, and the promotion of Controller Stephanie Brady to Chief Accounting Officer to oversee financial reporting. The Board continues its search for a permanent CEO with the help of executive search firm ZRG Partners. The filing notes no disagreement with the company's operations, policies, or practices as the reason for the CFO's departure.

• · Chris Polimeni has agreed to remain available through a consultancy arrangement to ensure a smooth transition.
• · Pete Wylie, Interim CEO and COO, brings prior CFO experience and will support the finance organization during the transition.
• · The Board's search for a permanent CEO is ongoing with global executive search firm ZRG Partners.

19-08-2026

Louise Goeser, a member of the Board of Directors of MSC Industrial Direct Co., Inc., notified the company on August 13, 2026, that she will not stand for re-election at the 2027 Annual Meeting of Shareholders as part of her retirement planning. The company stated her decision is not due to any disagreements with its operations, policies, or practices.

• · The departure is effective at the 2027 Annual Meeting of Shareholders.
• · Ms. Goeser's decision is part of her retirement planning and not due to any disagreements with the company.

19-08-2026

Saratoga Investment Corp. announced the full redemption of its $105.5M 6.00% Notes due 2027, with a redemption date of September 18, 2026. The redemption price is 100% of principal plus accrued interest of $316,500. This debt reduction move strengthens the company's balance sheet by eliminating a high-coupon liability.

• · The redemption is being exercised under Section 1104 of the Base Indenture and Section 1.01(h) of the Tenth Supplemental Indenture.
• · The CUSIP number for the Notes is 80349A 802.
• · Backup withholding at 24% may apply to certain holders who fail to provide required tax documentation.

19-08-2026

On August 13, 2026, PDS Biotechnology Corp CFO Lars Boesgaard resigned effective September 12, 2026, to pursue other opportunities, with no disagreement with company policies. The board appointed Controller Janetta Trochimiuk as interim Principal Accounting Officer and CEO Frank Bedu-Addo as interim Principal Financial Officer, effective September 12, 2026. Ms. Trochimiuk retains her $279,519.57 annual base salary and equity award eligibility.

• · CFO resignation and appointment of interim officers effective September 12, 2026.
• · Ms. Trochimiuk has over 25 years of experience as Controller or CFO and is a licensed CPA.
• · No equity awards were granted to Ms. Trochimiuk in connection with her promotion.
• · No family relationships exist between Ms. Trochimiuk and any director or executive officer.

19-08-2026

Laird Superfood, Inc. appointed Matthew Spanjers as a director and to its compensation committee, effective August 13, 2026. Mr. Spanjers brings extensive experience from senior roles at Krispy Kreme, McKinsey & Company, and other food companies, and is a designee of Nexus Capital Management LP under an existing Investment Agreement. The filing contains no financial results or period-over-period comparisons.

• · Mr. Spanjers (50) holds a B.A. in English Literature from Yale University and an MBA from Stanford Graduate School of Business.
• · He will receive cash compensation under the company's non-employee director compensation program and a grant of options vesting in equal annual installments over four years.
• · No transactions requiring disclosure under Item 404(a) of Regulation S-K exist between the company and Mr. Spanjers or his immediate family.

19-08-2026

On August 17, 2026, Revelation Biosciences, Inc. granted restricted stock awards to CEO James Rolke (208,076 shares) and CFO Chester S. Zygmont III (208,073 shares) under the 2021 Equity Incentive Plan. The awards vest in four tranches tied to market capitalization milestones of $30M, $60M, $90M, and $120M, with time-based fallback vesting at two or four years. The grants are performance-based with no immediate cash compensation, but the vesting conditions are entirely market-cap driven, not operational metrics.

• · The restricted stock awards vest in four equal 25% tranches based on market capitalization milestones: $30M, $60M, $90M, and $120M, each sustained for 20 consecutive trading days.
• · Time-based fallback vesting occurs at the second anniversary for the first two tranches and the fourth anniversary for the last two tranches.
• · Full vesting accelerates upon a Change in Control, termination without Cause, by the executive for Good Reason, or death.
• · Unvested shares are forfeited upon termination for Cause, Disability, or Retirement.

19-08-2026

Sera Prognostics appointed Scott Gleason as CFO effective August 31, 2026, bringing over 25 years of healthcare and diagnostics experience. Outgoing CFO Austin Aerts will transition to an advisory role focused on strategic initiatives. The change is a routine leadership transition with no financial results or regulatory action involved.

• · Scott Gleason previously served as VP of Investor Relations and Treasury at Neogen Corporation, CFO of LarmorBio and NX Prenatal, and interim CFO of OraSure Technologies.
• · Austin Aerts served as CFO since June 2023 and has been with Sera since 2017.
• · The PreTRM Test is the only broadly validated, commercially available blood-based biomarker test for preterm birth risk prediction.
• · U.S. preterm birth rate earned a D+ grade for the fourth consecutive year in the 2025 March of Dimes Report Card.
• · Annual healthcare costs for prematurity complications in the U.S. were estimated at approximately $25 billion for 2016.

19-08-2026

Dror Ortho-Design, Inc. entered into a Securities Purchase Agreement on August 19, 2026, issuing $275,000 in zero-interest debentures due October 19, 2026, in a private placement exempt from registration. The debentures automatically convert into common stock upon a future public offering, and the company may also issue warrants tied to the offering. The filing does not disclose any prior-period financial data, so no period-over-period comparisons are available.

• · Debentures bear 0% interest and mature on October 19, 2026, with holder option to extend by 60-day periods.
• · Conversion of debentures into common stock is automatic upon consummation of a public offering, at the offering price per share.
• · Warrants, if issued, have a five-year term and an exercise price equal to the public offering price per share.
• · Beneficial ownership limitation of 9.99% applies to both conversion and warrant exercise, with a 61-day notice period for increases.
• · The private placement was conducted under Section 4(a)(2) of the Securities Act and Regulation D, with accredited investors only.
• · No prior-period financial data is provided in this filing, so no period-over-period comparisons are possible.

19-08-2026

Nocera, Inc. (NCRA) entered into a two-year Consulting Agreement with Chien-Hua Tseng for AI module technology strategy, issuing 50,000 shares upfront and 50,000 shares contingent on continued service. Separately, the company appointed Shun-Chih Chuang as CFO under a two-year Employment Agreement with an annual salary of $84,000 and 100,000 shares per year. The filings reflect new executive appointments and strategic advisory engagements but include no financial results or performance metrics.

• · Consulting Agreement term: two years through August 16, 2028.
• · Consultant termination: Company may terminate with 5 working days' notice; Contractor may terminate with 30 days' notice.
• · CFO Employment Agreement includes confidentiality, non-solicitation, non-disparagement, work-product, and invention-assignment covenants.
• · CFO termination: either party may terminate without cause upon 30 days' written notice; Company may terminate immediately for specified events including felony, material malfeasance, or prolonged absence (60 days in any 180-day period).
• · Shares issued to both consultant and CFO are unregistered and subject to customary transfer restrictions.
• · Agreement automatically renews month-to-month unless either party gives 30 days' notice before the end of the two-year term.

19-08-2026

Korn Ferry entered into a $1.45 billion amended and restated credit agreement on August 18, 2026, with Wells Fargo as administrative agent and a syndicate of lenders. The facility comprises an $850 million revolving credit commitment and a $600 million term loan, with the proceeds to be used for general corporate purposes, including potential acquisitions. The agreement includes an ESG amendment provision, allowing for future adjustments tied to sustainability metrics.

• · The credit agreement includes a $600 million term loan facility (implied from $1.45B total minus $850M revolver).
• · The agreement provides for alternative currency borrowings in euros and Pounds Sterling.
• · The agreement includes an ESG amendment provision allowing for future adjustments tied to sustainability metrics.
• · The agreement includes a financial covenant (Section 8.11) but the specific ratio is not disclosed in the excerpt.
• · The agreement references Alexander Mann (Auxey Holdco Limited), a Jersey company, in the definitions.

19-08-2026

Neuraxis, Inc. (NRXS) completed a Stock Option Exchange on July 24, 2026, canceling 1,319,394 outstanding stock options and issuing an equivalent number of immediately vesting RSUs to executives, including CEO Brian Carrico (199,188 RSUs), CMO Adrian Miranda (199,106 RSUs), and CRO Thomas Carrico (193,678 RSUs). On August 13, 2026, the Compensation Committee granted additional time-vesting RSUs to executives (Brian Carrico: 193,329; CFO Timothy Henrichs: 141,479; Adrian Miranda: 133,341; Thomas Carrico: 135,906) and one-time equity awards totaling 127,120 shares to independent directors to address below-market historical compensation. The filing does not disclose any financial results or operational metrics, so no period-over-period comparisons are available.

• · The Stock Option Exchange was approved by stockholders on June 10, 2026, and became effective July 24, 2026.
• · All RSUs from the Stock Option Exchange vest immediately.
• · The additional RSUs granted on August 13, 2026, vest in three equal annual installments over three years.
• · The one-time equity awards to independent directors were based on a review by an independent compensation consultant and intended to address historical compensation below market levels.

19-08-2026

Silo Pharma, Inc. entered into an asset purchase agreement with Parkview Consulting LLC on August 18, 2026, to acquire software, technology, domain names, and related intellectual property, including the "Reputation Endpoints" web-based tools. In consideration, Silo issued 165,000 shares of common stock to the Seller, subject to a 12-month lock-up period. The Seller is controlled by Corwin Yu, who serves as lead strategic advisor on Silo's Cryptocurrency Advisory Board.

• · The acquired assets include software, technology, domain names, and related intellectual property.
• · The shares are subject to a lock-up period of 12 months, with exceptions for a Change in Control or written consent of the Company.
• · The Seller agreed to indemnify Silo for misrepresentation, breach, infringement, gross negligence, fraud, or intentional misconduct.
• · The issuance of shares was made in reliance on Section 4(a)(2) of the Securities Act of 1933.
• · The Software is marketed as "Reputation Endpoints" and includes source code and object code.
• · The Agreement includes representations that the Software is original, contains no harmful code, does not infringe third-party rights, and does not incorporate Open Source Software except as identified on Exhibit B.

19-08-2026

Michael Kahn has resigned from the Board of Directors of Internet Sciences Inc., effective August 14, 2026. The resignation was confirmed via email and is disclosed in an SEC 8-K filing. No reasons for the departure were provided in the filing.

• · The resignation was effective immediately as of August 14, 2026.
• · The filing does not disclose any reason for the resignation or any disagreements with the company.

19-08-2026

Destination XL Group, Inc. (DXL) has amended its Agreement and Plan of Merger with FBB Holdings I, Inc. to extend the outside closing date (End Date) from September 11, 2026 to October 30, 2026. The extension suggests the merger is still pending but requires additional time to close, with no other material changes to the agreement. FBB stockholder approval has already been obtained.

• · The original End Date under the Agreement was September 11, 2026.
• · The new End Date is October 30, 2026, a 49-day extension.
• · FBB stockholder approval has already been obtained; no further stockholder approval is required for this amendment.
• · The amendment was executed under Section 8.03 of the Agreement, which permits amendments by written instrument signed by all parties.

19-08-2026

Encore Capital Group appointed Robert W. Beck to its board of directors, effective immediately. Beck brings over 30 years of financial services experience, including as former CEO of Regional Management Corporation and senior roles at Citigroup. He will serve on the Audit and Risk Committees, and the appointment is seen as aligning with the company's focus on maximizing shareholder value.

• · Beck will serve on the Board's Audit and Risk Committees.
• · Encore is a component of the Russell 2000, S&P Small Cap 600, and Wilshire 4500 indices.

19-08-2026

Unity Software Inc. granted CEO Matthew Bromberg a special award of 880,000 performance-based, price-vesting restricted stock units (PPSUs) on August 17, 2026. The award is entirely at-risk, vesting over a five-year period only if specific stock price hurdles ($50, $60, $75) are met and sustained, alongside continued service requirements. The Compensation Committee designed the grant to align CEO incentives with long-term stockholder value creation, focusing on the company's AI-driven platform integration and profitability goals.

• · The PPSUs are issued under Unity's 2020 Equity Incentive Plan.
• · Stock price hurdles for vesting: $50.00 (tranche 1), $60.00 (tranche 2), $75.00 (tranche 3).
• · Each stock price hurdle must be met by a 30-consecutive-day VWAP requirement.
• · Continued service requirements: CEO must remain in role until August 17, 2027 (tranche 1), August 17, 2028 (tranche 2), and August 17, 2029 (tranche 3).
• · Upon involuntary termination without Cause (outside Change in Control period), unvested PPSUs may vest if the stock price hurdle was met and the CEO would have satisfied the service requirement within 12 months.
• · Upon death or disability, unvested PPSUs remain eligible to vest for six months post-termination if stock price hurdles are achieved.
• · In a Change in Control, PPSUs may vest based on the transaction price per share, using linear interpolation between hurdles.
• · The award is a one-time, supplemental grant additive to the company's annual equity program.

19-08-2026

SHF Holdings, Inc. adopted an amended and restated Retention Plan and Retention Agreement on August 14, 2026, which makes directors ineligible for retention incentives and removes Change in Control compensation for shareholder-approved liquidations. The Board also canceled all prior director retention agreements ab initio. The amendments narrow the scope of retention benefits to employees only and tighten governance around insolvency determinations.

• · Directors are now ineligible for Retention Incentives under the A&R Retention Plan.
• · A determination of Insolvency by the CEO must be approved by the Board.
• · The definition of 'Change in Control' was amended to exclude shareholder-approved liquidation of substantially all net assets.
• · All prior director retention agreements were canceled ab initio.
• · Eligible employees may receive a Retention Incentive equal to a designated percentage of base salary upon a Change in Control, and a base salary increase during Insolvency, subject to a general release of claims.

19-08-2026

Marvell Technology, Inc. entered into a commercial agreement with Google LLC on July 29, 2026, to develop custom semiconductor products for Google, including AI inference accelerators, storage controllers, and network interface controllers. On August 18, 2026, Marvell issued Google a warrant to purchase up to 58,970,907 shares of common stock at $206.58 per share, with vesting tied to both time (1,360,867 shares vesting quarterly over one year) and discretionary purchases (remaining shares vesting in 240 equal tranches for each $500 million in custom product revenue through fiscal 2033). The warrant is exercisable until August 18, 2033, and the shares are freely tradeable subject to securities laws and volume restrictions.

• · The warrant was issued under Section 4(a)(2) of the Securities Act, exempt from registration.
• · Google has customary registration rights for the warrant shares.
• · The warrant cannot be transferred to non-controlled affiliates without Marvell's consent.
• · Time-based warrant shares are subject to lock-up limitations.
• · The commercial agreement was signed on July 29, 2026, but the warrant was issued on August 18, 2026.

19-08-2026

Weave Communications, Inc. has entered into a definitive merger agreement to be acquired by an affiliate of Francisco Partners in an all-cash transaction valued at $7.40 per share. The transaction, unanimously approved by Weave's board, is expected to close in late 2026, subject to stockholder approval and regulatory clearances. While the deal provides a premium to shareholders, the company's recent financial performance and the absence of a go-shop provision may limit upside.

• · The merger agreement includes a 'no-solicitation' provision (Section 5.2), meaning the company cannot actively seek alternative bids.
• · Certain stockholders have entered into support agreements to vote in favor of the merger.
• · The deal is subject to conditions including stockholder approval, regulatory approvals (including CFIUS), and absence of material adverse change.
• · Termination fees apply: the company may owe a fee to Parent under certain circumstances (Section 7.3).
• · The merger is structured as a tender offer followed by a second-step merger under Delaware law.

19-08-2026

Zerostack Corp. (FLGC) announced a definitive transaction to receive US$1.0 billion of Memecore ($M) tokens from Puple AI Inc. and Blockcat Pte. Ltd. in exchange for 3.5 million common shares and pre-funded warrants for up to 36.2 million additional shares at US$25.19 per share—a premium of more than 12x the recent market price. The contributed tokens (925,925,926 $M) were valued at the prevailing market price of US$1.08 per token. While the deal significantly expands Zerostack's strategic position in decentralized AI and the Memecore ecosystem, the warrants require shareholder approval under Nasdaq rules and are subject to a lock-up of up to ten years, and the company also operates a pharmaceutical distribution business through Phatebo GmbH, which is not mentioned in the transaction context.

• · The warrants require shareholder approval under Nasdaq Listing Rule 5635 before shares can be issued.
• · Shares issuable upon warrant exercise are subject to a lock-up of up to ten years following closing.
• · Zerostack also operates a global pharmaceutical distribution business through its wholly owned subsidiary, Phatebo GmbH.
• · The transaction was announced on August 19, 2026, via an 8-K filing.

19-08-2026

Envista Holdings Corp announced the appointment of President and CEO Paul Keel as Chairman of the Board, effective August 19, 2026, succeeding Scott Huennekens who will remain as Lead Independent Director. Concurrently, the Compensation Committee approved significant compensation changes for Mr. Keel, including a $200,000 base salary increase (from $1.1M to $1.3M) and a special one-time equity award valued at $10 million, as well as a $1.5 million special PSU award for CFO Eric Hammes. These changes are designed to retain key executives and align incentives with long-term stockholder value creation.

• · The RSUs vest over four years with 25% vesting on each one-year anniversary of the grant date (August 18, 2026).
• · The PSUs vest based on the Company's four-year TSR percentile rank relative to the S&P 400 Health Care Sector Index, with the performance period starting August 18, 2026.
• · All equity awards are granted under the Envista Holdings Corporation 2019 Omnibus Incentive Plan, as amended.
• · Scott Huennekens will continue to serve as a director and as Lead Independent Director following the board leadership transition.

19-08-2026

Arrive AI Inc. entered into Pre-Paid Purchase No. 5 with Streeterville Capital, receiving $100,000 in exchange for a $108,000 promissory note, and reduced the floor price from $0.25 to $0.10 per share to mitigate mandatory monthly cash repayments of $962,500. The company also obtained a waiver of the standstill price condition for this note and implemented a 20% workforce reduction expected to save $1,524,000 annually. While the new financing and cost cuts provide near-term relief, the stock price has fallen below the floor price, triggering repayment obligations and reflecting ongoing financial distress.

• · The floor price trigger occurred on August 6, 2026, when the VWAP fell below $0.25 for at least five trading days within seven consecutive trading days.
• · The new floor price of $0.10 applies to Pre-Paid Purchase No. 2 and No. 3 as well.
• · Streeterville may accelerate the obligation upon default, with default interest at 15%.
• · The waiver of the standstill price condition applies only to Pre-Paid Purchase No. 5.
• · The workforce reduction resulted in forfeiture of approximately 450,000 unvested RSUs.

19-08-2026

Ocean Capital Acquisition Corp announced the resignation of two directors, Hin Wing (Simon) Wong and Hiu Man (Elliott) Cheng, effective August 14, 2026, with no disagreements cited. The board subsequently appointed two independent directors: Wei-Chieh Hao (effective August 16) and Richard T. Betts (effective August 18), who bring extensive experience in asset management and sustainability, respectively. The changes appear routine and non-disruptive, with no financial metrics or performance data disclosed.

• · Mr. Hao has over 25 years in asset management and financial services, currently Executive Director and Responsible Officer at Meyer Capital Group Limited since 2017.
• · Mr. Betts has over 20 years in financial auditing, sustainability, and climate change; he is a Fellow Chartered Accountant (ICAEW) and holds an MPhil in Earth Sciences from Cambridge.
• · Both new directors are independent and have no family relationships or material interests requiring disclosure under Item 404(a).
• · The resignations were not due to any disagreement with the company's operations, policies, or practices.