Executive Summary
This batch of 50 SEC filings, dominated by overnight submissions ahead of the US market open, reveals a clear bifurcation between established operators delivering steady results (Take-Two, Vodafone, Dominion/NextEra merger) and a cohort of micro-cap and distressed companies facing severe liquidity and going-concern risks (Transuite, Trutankless, Allied Gaming).
Period-over-period trends highlight a mixed picture: revenue growth is evident in selective names like Trutankless (+347% YoY) and Take-Two (+18.2% YoY), while margin compression and widening losses plague others (Allied Gaming G&A surged 132.7% YoY, Booz Allen revenue fell 6% YoY). The most critical development is the Dominion Energy-NextEra merger, a $2.24B termination-fee deal facing complex regulatory hurdles, and the terminated Estée Lauder/Puig talks, which reset sector M&A expectations. Notable insider and capital allocation activity is sparse, with the primary signals coming from IPO filings (Hyperliquid, Medline, Xanadu Quantum) and SPAC extensions (Tribeca, AmperCap, Cayson), indicating continued appetite for new issuance despite market uncertainty. A significant risk cluster emerges around Nasdaq non-compliance and filing delays (Allied Gaming, Comscore director's former employer bankruptcy), while the handful of positive catalysts—Starfighters Space $17.5M investment, GameStop's performance award tied to EBITDA/market cap—offer selective alpha opportunities. Overall, the digest points to a 'quality vs. junk' divergence where investors should favor companies with strong cash flows (Booz Allen $1.04B OCF, Take-Two positive FCF) and avoid deeply distressed micro-caps with minimal cash and negative working capital.
Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →
Filing types in this digest: 8-K · 10-K · 20-F · 425 · S-1 · DEFA14A · 13F · DEF 14A · DEFM14A
Tracking the trend? Catch up on the prior US Pre-Market SEC Filings Roundup digest from May 21, 2026.
Investment Signals (9)
- Take-Two Interactive ↓ (BULLISH)▲
FY26 revenue grew 18.2% YoY to $6.66B (vs sector avg ~8%), recurrent consumer spending rose 16.1%, operating cash flow swung from -$45M to +$624M — net loss improved 93% YoY
- Vodafone Group ↓ (BULLISH)▲
FY26 organic service revenue growth of 5.4%, operating profit swung from -€0.4B to +€2.8B YoY, and total dividends increased 2.5% to €0.046 per share — net loss narrowed 99% to €49M
- Trutankless ↓ (MIXED)▲
Revenue surged 347% YoY to $1.08M, gross margin improved from -$37K to +$42K, and net loss narrowed 53% — but cash collapsed 98% to $21K, making this a high-risk turnaround play
- Booz Allen Hamilton ↓ (NEUTRAL-BULLISH)▲
Q4 FY26 adjusted diluted EPS rose 10.6% YoY to $1.78 despite revenue declining 6.4%, and full-year OCF increased 3% to $1.04B — FY27 guidance implies 0-4% revenue growth and stable EBITDA margins
- Medline Inc. ↓ (BULLISH)▲
Filed S-1MEF to upsize IPO by up to 14.4M shares (20% of prior offering), incorporating by reference its May 21 effective S-1 — signals strong institutional demand and confidence in pricing
- Starfighters Space ↓ (BULLISH)▲
Secured $17.5M equity investment from global institutional investors to accelerate STARLAUNCH program — IPO completed Dec 2025, targeted space demonstration flight in 18-24 months
- Verus Capital Partners (13F) (NEUTRAL)▲
$1.46B portfolio heavily concentrated in large-cap tech (Apple $155.9M, Amazon $79.5M) and income-oriented ETFs, suggesting a defensive tilt with tech exposure
- Evolutionary Tree Capital Management (13F) (BULLISH)▲
First-time 13F filing (or new fund) with $53.2M portfolio, top holdings in Alphabet (8.0%), Krystal Biotech, and CACI International — signals new institutional capital rotating into healthcare and tech
- News Corp ↓ (NEUTRAL-BULLISH)▲
Ongoing $1B buyback authorization disclosed via daily ASX filings — no specific repurchase amounts in this filing, but program signals management's view of undervaluation
Risk Flags (8)
- Transuite.Org (TRSO) [HIGH RISK]▼
Net loss widened to -$37.2M from -$0.4M YoY (93x increase), operating expenses surged to $37.3M (stock-based comp $22.3M + $14.7M goodwill impairment), cash only $3,705 vs $0 prior year — going concern is critical
- Allied Gaming & Entertainment (AGAE) [HIGH RISK]▼
Received Nasdaq deficiency letter for late 10-Q and remaining delinquent on 10-K; FY25 net loss widened to -$34.6M (vs -$22.6M), G&A surged 132.7% YoY to $31.1M, revenue fell 12.2% — plus strategic pivot to AI adds execution risk
- Trutankless↓ [HIGH RISK]▼
Cash and cash equivalents plummeted 98% to $21,619 from $1.00M, total liabilities increased 34% to $13.07M, accumulated deficit grew to $81.85M, accounts payable and related-party notes ballooning — severe liquidity constraints
- Comscore (DEFA14A) [MEDIUM RISK]▼
Director Brian Wendling's former employer (Qurate Retail/QVC Group) filed Chapter 11 bankruptcy in April 2026 — while not directly tied to Comscore's operations, it raises governance and judgment questions ahead of the June 16 annual meeting
- Bread Financial Holdings↓ [LOW-MEDIUM RISK]▼
Director Roger H. Ballou retired after 25 years, but no succession or board refreshment details provided — advisory vote on exec comp had 8% against, suggesting some shareholder unease
- Cayson Acquisition Corp↓ [MEDIUM RISK]▼
Third monthly $125K trust deposit to extend SPAC deadline to March 2027 — repeated extensions raise risk of no deal and liquidation; no business combination progress disclosed
- First Northwest Bancorp↓ [MEDIUM RISK]▼
Proposal to remove supermajority provisions FAILED (67.37% for, required 80%), signaling shareholder resistance to governance improvements and potential for future activist friction
- Estée Lauder (EL) / Puig deal terminated [MEDIUM RISK]▼
Confirmed end to business combination talks initiated March 23, 2026 — stock likely to face pressure from disappointed M&A premium expectations, sector M&A sentiment dampened
Opportunities (7)
- Dominion Energy/NextEra merger arbitrage↓ (OPPORTUNITY)◆
$2.24B termination fee provides downside protection; spread could widen as regulatory approvals (FERC, NRC, VA/NC/SC state PSCs) are sought — attractive for event-driven investors with 12-18 month horizon
- Take-Two Interactive↓ (OPPORTUNITY)◆
FY26 revenue up 18.2%, recurrent spending up 16.1%, operating cash flow positive at $624M vs -$45M last year — stock likely mispriced given net loss narrowing 93% and strong franchise pipeline (GTA VI tailwind)
- Starfighters Space (FJET) (OPPORTUNITY)◆
$17.5M strategic investment from global institutional investors, wind tunnel testing validated for STARLAUNCH I, IPO done in Dec 2025 — early-stage space company with funding runway and reducing technical risk
- GameStop (GME) (SPECULATIVE OPPORTUNITY)◆
CEO Performance Award tied to market cap and cumulative EBITDA hurdles (July 7 meeting) — could incentivize management to unlock value; potential dilution from authorized share increase is a risk but a positive catalyst if performance targets are met
- Xanadu Quantum Technologies↓ (OPPORTUNITY)◆
Completed $275M PIPE and business combination with Crane Harbor on March 26, 2026; F-1 filed for uplisting/IPO — quantum computing pure-play with substantial cash runway and institutional backing
- Medline Inc. IPO upsize↓ (OPPORTUNITY)◆
Additional 14.4M shares registered under Rule 462(b), effective immediately — indicates strong demand and likely successful pricing; investors may get allocation in a leading healthcare supply company
- Booz Allen Hamilton (BAH) (OPPORTUNITY)◆
FY27 guidance of 0-4% revenue growth and adjusted EBITDA $1.24-1.29B implies stable margins; Q4 adjusted diluted EPS grew 10.6% — current valuation may underprice its strong cash flow ($1.04B OCF) and national security focus
Sector Themes (5)
- Micro-Cap Distress Wave◆
3/50 filings (Transuite, Trutankless, Allied Gaming) show severe cash burn, widening losses, and going-concern risks — aggregate net loss of these three exceeded $76M, with combined cash under $30K for two of them. Investors should avoid penny stocks with negative working capital.
- SPAC Market Persists with Caveats◆
Four SPAC filings (Alpex, Tribeca, AmperCap, Cayson) each raising ~$125-140M with extended deadlines — aggregate SPAC capital in this batch exceeds $400M. However, Cayson's third monthly extension deposit signals difficulty finding targets, while others have no target identified.
- M&A Activity in Utilities/Consumer◆
The Dominion- NextEra merger ($2.24B termination fee) and terminated Estée Lauder/Puig talks represent two ends of the M&A spectrum — consolidation in utilities is being driven by electrification demand, while consumer M&A faces valuation gaps.
- Gaming/Interactive Entertainment Divergence◆
Take-Two reported 18.2% revenue growth and positive OCF, while Allied Gaming's esports revenue fell 12.2% with a 132.7% G&A surge — the industry is bifurcating between AAA publishers with recurrent spending and smaller esports platforms struggling to monetize.
- Rising Institutional Interest in Space/Quantum◆
Starfighters Space ($17.5M investment), Xanadu Quantum ($275M PIPE), and Hyperliquid Strategies (S-1 filing with deferred tax liability) indicate institutional appetite for frontier tech, despite no near-term profitability for most.
Watch List (8)
- GameStop Annual Meeting (July 7, 2026)👁
Vote on CEO Performance Award with market cap/EBITDA hurdles and authorized share increase — watch for pass/fail and any strategic update from Ryan Cohen.
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Regulatory approval process begins — monitor FERC, NRC, and state PSC filings; any delays or conditions could widen the arbitrage spread.
- Allied Gaming & Entertainment (AGAE)👁
Need to file Q1 2026 10-Q to regain Nasdaq compliance — watch filing date and any updates on AI transformation strategy.
- ASCO Annual Meeting (May 29-June 2, 2026)👁
Perspective Therapeutics (CATX) presenting interim clinical trial results — watch for efficacy/safety data that could drive stock movement.
- Janus Henderson shareholder meeting (May 29, 2026)👁
Vote on new investment advisory agreement following privatization — approval is expected but close vote could signal manager risk.
- Starfighters Space (FJET)👁
Monitor closure of $17.5M investment (expected May 27) and any updates on STARLAUNCH II demonstration flight timeline.
- Estée Lauder (EL) / Puig👁
After terminated talks, watch for potential new suitors or strategic alternatives — also monitor Q3 earnings for organic growth trajectory.
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Equity line with M2B Funding Corp ($50M) could cause dilution — watch for first purchase notice and resulting share price pressure.
Filing Analyses
(50)
21-05-2026
Medline Inc. filed an S-1MEF registration statement on May 21, 2026 to register an additional 14,437,783 shares of Class A common stock, including 1,883,189 shares subject to the underwriters' over-allotment option. The filing is made under Rule 462(b) and incorporates by reference the prior S-1 (File No. 333-296044) declared effective on the same day. The additional shares represent no more than 20% of the maximum aggregate offering price set forth in the prior filing.
- · The filing is made under Rule 462(b) and is effective upon filing with the SEC.
- · The prior registration statement (File No. 333-296044) was declared effective on May 21, 2026.
- · The filing fee is to be paid by wire transfer no later than May 22, 2026.
- · The company's principal executive offices are located at 3 Lakes Drive, Northfield, Illinois 60093.
- · The company's IRS Employer Identification Number is 33-1845288.
22-05-2026
GSI Technology, Inc. disclosed unaudited preliminary financial results for the fiscal year ended March 31, 2026, reporting net revenue of approximately $25.1 million and a gross margin of approximately 54.5%. The results are preliminary and subject to completion of financial closing procedures and quarterly review, with no comparative prior-period data provided.
- · The financial results are unaudited and preliminary, subject to completion of financial closing procedures and quarterly review.
- · No prior-period comparative data (e.g., fiscal year 2025) was provided in this filing.
- · The company highlighted risks including dependence on a limited number of customers, product mix fluctuations, and challenges in developing new products based on associative computing technology.
22-05-2026
MAIA Biotechnology, Inc. held its 2026 Annual Meeting on May 21, 2026, where stockholders re-elected both Class I director nominees (Louie Ngar Yee and Steven Chaouki) and ratified the appointment of Grant Thornton LLP as independent auditor for fiscal year 2026. The meeting had a quorum of approximately 61.88% of outstanding shares, with 37,547,754 shares represented.
- · Louie Ngar Yee received 16,658,677 votes for and 8,796,832 withheld, with 11,375,414 broker non-votes.
- · Steven Chaouki received 25,109,811 votes for and 345,698 withheld, with 11,375,414 broker non-votes.
- · Ratification of Grant Thornton LLP passed with 37,278,294 for, 210,408 against, and 19,052 abstentions.
- · The definitive proxy statement was filed on April 7, 2026.
- · The company is an emerging growth company and has not elected to use the extended transition period for new financial accounting standards.
22-05-2026
Transuite.Org Inc. (TRSO) filed its 10-K annual report for the year ended December 31, 2025, reporting a net loss of $37.2M, a significant increase from a $0.4M loss in 2024. The company generated its first revenue of $117,765, but operating expenses surged to $37.3M, driven by $22.3M in stock-based compensation and a $14.7M goodwill impairment loss. The company's working capital deficit worsened to $(489,596) from $(194,191), and it continues as a going concern, relying on strategic expansion and financing.
- · Total assets increased from $71,634 (Dec 31, 2024) to $337,461 (Dec 31, 2025).
- · The company had $3,705 in cash and cash equivalents as of Dec 31, 2025, compared to $0 in 2024.
- · Accounts receivable of $19,299 and other receivable of $14,889 were recorded in 2025, with none in 2024.
- · Deferred share issuance cost of $254,750 was recorded in 2025.
- · Property and equipment of $17,160 was recorded in 2025, with none in 2024.
- · Intangible assets decreased from $40,531 to $0 due to impairment.
- · Convertible note of $153,520 was fully converted to common stock in 2025.
- · Stock payable of $688,934 was recorded in 2025.
- · Loan payable of $148,442 was settled in 2025.
- · Additional paid-in capital increased from $143,843 to $46,928,116, primarily due to stock issuances for services and acquisitions.
- · Accumulated deficit grew from $(458,919) to $(37,619,073).
- · Deferred compensation of $9,857,820 was recorded in 2025, including $34,890 to a related party.
- · Non-controlling interest increased from $8,927 to $12,708.
- · Weighted average common shares outstanding increased from 4,046,760 to 24,388,248.
- · Net loss per share (basic and diluted) was $(1.52) in 2025 vs $(0.09) in 2024.
- · Cash flows used in operating activities improved from $(180,533) to $(69,282).
- · Cash flows provided by investing activities were $3,360 in 2025 (none in 2024).
- · Cash flows provided by financing activities decreased from $185,820 to $50,678.
- · Net change in cash was $(12,398) in 2025 vs $5,287 in 2024.
- · The company issued 27,860,000 shares to non-affiliates for services valued at $22,310,560.
- · The company issued 10,000,000 shares for the acquisition of SolanAI Global Ltd. valued at $12,500,000.
- · The company issued 10,000,000 shares for the acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd. valued at $1,700,000.
- · The company issued 3,000,000 shares for the acquisition of Goldfinch Group Holdings Ltd. BVI, resulting in a $(15,000) adjustment.
- · The company issued 5,117,333 shares for conversion of convertible note of $153,520.
- · The company issued 995,334 shares for debt settlement of $59,720.
- · The company issued 135,000 shares as commitment shares valued at $249,750.
- · The company issued 100,000 shares to a related party for services valued at $10,110.
22-05-2026
Momentus Inc. held its 2026 Annual Meeting on May 19, 2026, where all six proposals were approved by stockholders. Directors Chris Hadfield and John C. Rood were elected, and the appointment of Frank, Rimerman + Co. LLP as auditors for fiscal 2026 was ratified. However, the equity incentive plan amendments (Proposals 3 and 4) received relatively lower support, with 12.5% and 14.9% of votes cast against, respectively, and the say-on-pay frequency was set at three years, indicating some shareholder concerns.
- · Proposal 3 (equity incentive plan amendment) had 113,598 votes against and 5,993 abstentions, with 1,361,297 broker non-votes.
- · Proposal 4 (evergreen share increase) had 117,635 votes against and 129,174 abstentions, with 1,361,297 broker non-votes.
- · Say-on-pay frequency was set at every three years, with 667,946 votes for three years versus 218,956 for one year.
- · All director nominees were elected with over 97% of votes cast in favor (excluding broker non-votes).
- · Auditor ratification passed with 99.3% of votes cast in favor.
22-05-2026
XOMA Royalty Corporation amended its Bylaws to opt out of Nevada's controlling interest acquisition statutes and to designate the Eighth Judicial District Court of Clark County, Nevada, as the exclusive forum for internal corporate disputes, while preserving federal court jurisdiction for federal securities law claims. The amendments were adopted on May 22, 2026, and are intended to provide clarity and predictability regarding corporate governance and litigation venues.
- · The amendment adds a new Section 11 to Article VII, making NRS 78.378 to 78.3793 (controlling interest acquisition statutes) inapplicable to the Company and any acquisition of its shares.
- · A new Article IX establishes the Eighth Judicial District Court of Clark County, Nevada, as the exclusive forum for internal corporate disputes, including breach of fiduciary duty claims and actions under Nevada corporate law.
- · The exclusive forum provisions do not apply to claims under the U.S. Securities Exchange Act of 1934 or other claims subject to exclusive federal jurisdiction.
- · If the designated Nevada court lacks jurisdiction, the forum defaults to another state district court in Nevada, then to a federal court in Nevada.
- · The federal district courts of the United States are designated as the exclusive forum for claims arising under federal securities laws.
22-05-2026
Xiao-I Corp (AIXI) filed an amended annual report (20-F/A) on May 22, 2026, covering risk factors including customer concentration, capital needs, VIE structure tax scrutiny, reliance on subsidiary dividends, PFIC status, and internal controls improvements. The filing does not provide specific financial figures or period-over-period comparisons.
- · The company had a concentration of major customers during the years ended December 31, 2023, 2024 and 2025.
- · The company may need to sell additional equity or debt securities that could dilute shareholders or impose restrictive covenants.
- · Contractual arrangements with the VIE and its shareholders may be scrutinized by PRC tax authorities, potentially reducing consolidated net income.
- · The company is a holding company and relies on dividends from subsidiaries; any limitation on dividend payments could affect its ability to pay expenses or dividends to ADS holders.
- · There is uncertainty regarding withholding tax liabilities under the EIT Law for dividends from PRC subsidiaries to offshore subsidiaries.
- · The company may be classified as a PFIC for any taxable year, which could have adverse U.S. federal income tax consequences for U.S. investors.
- · The company established an internal file management policy including sequential contract numbering, segregation of duties, and a standardized electronic worksheet.
22-05-2026
BBB Foods Inc. filed its 20-F/A annual report with the SEC on May 22, 2026. The company is incorporated in the British Virgin Islands and its principal executive offices are located in Mexico City, Mexico. Eduardo Pizzuto Espinosa is the designated contact person for investor relations.
- · Filing type: 20-F/A (annual report amendment)
- · Jurisdiction of incorporation: British Virgin Islands
- · Principal executive offices: Av. Presidente Masaryk 8, Polanco V Sección, Miguel Hidalgo, Mexico City, Mexico 11560
- · Contact telephone: +52 (55) 1102 1202
- · Contact email: ir@tiendas3b.com
22-05-2026
All In FutureTech Alliance, Inc. (formerly Allied Gaming & Entertainment Inc., Nasdaq: AGAE) received a Nasdaq deficiency letter on May 19, 2026, for failing to timely file its Q1 2026 Form 10-Q and remaining delinquent on its FY2025 Form 10-K, creating an additional basis for potential delisting. However, the company announced on May 21, 2026, that it has now filed its FY2025 Annual Report and is working to file the Q1 2026 Form 10-Q, while the delisting notice has no immediate effect on trading. The company is pursuing a strategic transformation into an AI-focused digital infrastructure platform, but the filing delays and Nasdaq non-compliance represent significant ongoing risks.
- · The company received the Nasdaq deficiency letter on May 19, 2026, for failing to file its Q1 2026 Form 10-Q by the due date of May 15, 2026, and for remaining delinquent on its FY2025 Form 10-K.
- · The company filed its FY2025 Annual Report on Form 10-K on May 22, 2026, the same day as this 8-K filing.
- · The Q1 2026 Form 10-Q is still in preparation and has not yet been filed.
- · The company will continue to communicate with the Nasdaq Hearings Panel as part of an existing hearing process.
- · The company is undergoing a strategic transformation from a global experiential entertainment business into an AI-focused digital infrastructure platform.
- · Chairman and CEO James Li stated that major litigation disputes that had impeded development over the past two years have been resolved.
- · The company's common stock trades under the symbol AGAE on Nasdaq.
22-05-2026
Trutankless, Inc. filed its 10-K for fiscal year 2025 ending December 31, 2025. Revenue surged 347% YoY to $1.08M, improving gross margin from a loss of $37K in 2024 to a profit of $42K, and the net loss narrowed significantly by 53% to $4.75M from $10.19M. However, cash and cash equivalents plummeted 98% to just $21,619 from $1.00M, total liabilities increased 34% to $13.07M, and the company's accumulated deficit grew to $81.85M, pointing to severe liquidity constraints and ongoing reliance on debt and equity financing.
- · Inventory increased 349% to $1.57M from $350,866, partly explaining the cash burn.
- · Accounts receivable doubled to $86,748 from $43,523, signaling rising sales on credit.
- · Total current liabilities grew 39% to $12.43M, with notes payable to related parties rising 61% to $6.46M.
- · Interest expense jumped 56% to $899,199 from $575,660, reflecting elevated debt levels.
- · Stockholders' deficit worsened 57% to ($9.96M) from ($6.35M).
- · The company has accumulated a deficit of $81.85M as of Dec 31, 2025.
- · No cash was paid for income taxes in either period.
- · Weighted average diluted shares outstanding were not applicable due to net loss; basic shares increased 49% to 132.2M.
22-05-2026
Galera Therapeutics, Inc. and Obsidian Therapeutics, Inc. are proceeding with a proposed merger transaction under an Agreement and Plan of Merger dated April 14, 2026, whereby Galera will merge into a subsidiary of a newly formed parent company (Gazelle Parent, Inc.) and become a wholly owned subsidiary. Obsidian posted a social media announcement on LinkedIn on May 21, 2026, regarding the transaction. The filing includes standard forward-looking statements and risk factors, but provides no specific financial figures or performance metrics for either company.
- · The merger agreement was signed on April 14, 2026.
- · The newly formed company has filed a registration statement on Form S-4 with the SEC.
- · Galera's Annual Report on Form 10-K for FY2025 was filed on March 19, 2026, and its proxy statement for the 2026 annual meeting was filed on April 10, 2026.
- · The filing includes a cautionary note regarding forward-looking statements and references risk factors in Galera's 10-K and 10-Q filings.
22-05-2026
Alpex Acquisition Corp filed Amendment No. 1 to its S-1 registration statement for an initial public offering of 10,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share, one redeemable warrant (exercise price $11.50), and one right to receive one-fourth of one Class A ordinary share. The company is a blank check company with 12 months to complete a business combination, and insiders will own approximately 20.0% of outstanding shares post-offering. However, the filing does not disclose any financial performance metrics, as it is a pre-IPO SPAC with no operating history.
- · The company is incorporated in the Cayman Islands as an exempted company with limited liability.
- · The underwriter has a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments.
- · Public shareholders may redeem their public shares upon business combination at a per-share price equal to the trust account amount divided by outstanding public shares, subject to a 15% aggregate redemption limit per shareholder group.
- · If the business combination is not consummated within 12 months, the company will redeem 100% of public shares from the trust account and wind up operations.
- · The sponsor (Hugreat Ltd) will own 2,100,000 insider shares and 180,000 private units post-offering, representing 17.7% of issued and outstanding shares.
- · No financial performance data is provided as the company is a blank check SPAC with no operating history.
22-05-2026
Stifel Financial Corp. filed definitive additional proxy materials on May 22, 2026, urging shareholders to vote FOR Item 4, the Equity Incentive proposal, which would increase the 2001 Incentive Stock Plan (2018 Restatement) by 9,000,000 shares (including 175,000 for non-employee directors). The Board unanimously recommends the proposal, citing alignment of employee and shareholder interests and retention benefits. While Glass Lewis supports the proposal, ISS recommends against it, arguing plan cost is excessive; Stifel strongly disagrees, noting no net dilution over the past three years due to share repurchases and net settlements, and that the ISS model ignores the benefits of long vesting periods and dilution controls.
- · The annual shareholders' meeting will be held on June 9, 2026 at 11 a.m. Central Time in a virtual-only format.
- · The Board unanimously recommends a vote FOR Item 4.
- · Glass Lewis recommends FOR; ISS recommends AGAINST.
- · Stifel argues ISS's recommendation ignores the company's track record of dilution control, including share repurchases exceeding Plan issuances over the last three years.
- · Stifel states that if equity compensation were replaced with cash, total compensation cost would not change, but the mix would shift.
- · The company notes that ISS would recommend against even a zero-share increase due to the SVT model's design.
- · Stifel's grants typically vest over 5, 7 or more years, longer than the industry norm of 2-3 years, which the company says is retentive and reduces future dilution.
- · The company estimates that about 55% of outstanding grants will become outstanding shares.
- · In 2018, shareholders approved technical plan changes despite ISS opposition.
- · The filing includes a detailed table of share utilization for 2023-2025, showing average grant prices of $41.43, $48.33, and $63.96 respectively.
22-05-2026
Xanadu Quantum Technologies Ltd filed an F-1 registration statement with the SEC on May 21, 2026, in connection with its IPO. The filing includes audited financial statements for the year ended December 31, 2025, and unaudited condensed consolidated financial statements for the three months ended March 31, 2026. The company completed a business combination with Crane Harbor Acquisition Corp. on March 26, 2026, which included a PIPE financing of approximately $275.0 million. However, the filing also notes that the company has incurred net losses and comprehensive losses in prior periods, and the MD&A section contains forward-looking statements subject to significant risks and uncertainties.
- · The filing includes audited financial statements of Xanadu Quantum Technologies Ltd for the period from October 2, 2025 (Inception) through December 31, 2025.
- · The filing includes audited consolidated financial statements of Old Xanadu for each of the years in the three-year period ended December 31, 2025.
- · The company's reporting currency and functional currency is the U.S. dollar.
- · The Business Combination was completed on March 26, 2026, and Old Xanadu became a wholly-owned subsidiary of Xanadu.
- · CHAC's initial public offering was consummated on April 25, 2025.
- · The company has a Standby Equity Purchase Agreement (SEPA) with Yorkville dated May 20, 2026.
- · The SIF Loan refers to a Strategic Innovation Fund agreement with the Government of Canada.
- · Exchange rates for USD to CAD are provided for 2023-2025, with the rate at end of 2025 being 1.3706 CAD per USD.
22-05-2026
Tian'an Technology Group Ltd filed its 20-F annual report for the year ended December 31, 2025. The company reported a net loss of $89,931 in 2025 compared to net income of $454,590 in 2024, a significant decline. Revenue dropped to $734,893 from $1,783,130, while gross profit fell to $254,372 from $838,424. The company has never distributed dividends and does not intend to in the future.
- · The company has a direct shareholding structure with Tian'an as the U.S.-listed entity controlling Tian'an Hong Kong, Shanghai Qige, and Henan Qige.
- · No dividends have been distributed and none are intended in the future.
- · The company's growth strategy focuses on technological innovation and market development.
- · Sales are driven by customer referrals and a sales/marketing team.
- · Revenue from related parties was $10,354 in 2025 and $587,144 in 2024.
- · Cost of revenue from related parties was $7,998 in 2025 and $330,137 in 2024.
- · Operating expenses decreased from $382,864 in 2024 to $342,429 in 2025.
- · Income from operations was a loss of $88,057 in 2025 versus income of $455,560 in 2024.
- · Earnings per share remained flat at $0.01 for both years.
- · The company has no restrictions on cash use and has a fund management policy.
22-05-2026
Evolutionary Tree Capital Management, LLC disclosed 13F holdings valued at approximately $53.2M as of March 31, 2026, comprising 26 equity positions. Top holdings include Abbott Laboratories ($1.83M or 3.4% of portfolio), CACI International ($2.85M), Krystal Biotech ($3.18M), Netflix ($2.63M), and Alphabet ($4.25M). The fund's largest position by weight is Alphabet at $4.25M (8.0% of portfolio), followed by Krystal Biotech and CACI International, signaling a focus on healthcare, technology, and internet services.
- · The fund increased its position count to 26 holdings from 0 in prior filing (first-time 13F filer or new fund as no prior 13F data available for comparison).
- · Top 10 holdings by value: Alphabet ($4.25M), Krystal Biotech ($3.18M), CACI International ($2.85M), Meta Platforms ($2.78M), Netflix ($2.63M), Cellebrite DI ($2.53M), Micron Technology ($2.51M), Microsoft ($2.53M), Broadcom ($2.01M), Axon Enterprise ($2.08M).
- · Largest position by number of shares: Cellebrite DI Ltd with 183,473 shares (value $2.53M).
- · Smallest position by value: Shopify Inc at $859,402 (7,245 shares).
- · Sector concentration: Technology/Software (Broadcom, Microsoft, Palo Alto, Roblox, Rubrik, Samsara, Shopify, Tradeweb) and Healthcare/Biotech (Abbott, Ascendis Pharma, Krystal Biotech, Procept BioRobotics) dominate the portfolio.
- · No period-over-period comparison data is available as this is the first filing on record; no prior public 13F data for Evolutionary Tree Capital Management, LLC exists in this filing.
22-05-2026
Tribeca Strategic Acquisition Corp. filed Amendment No. 4 to its S-1 registration statement for an initial public offering of 14,000,000 units at $10.00 per unit, aiming to raise $140,000,000. The SPAC will focus on target businesses in software, technology, AI, digital assets, clean energy, and other high-growth sectors. The offering includes a 45-day over-allotment option for up to 2,100,000 additional units, and unlike many SPAC IPOs, investors will not receive warrants. The sponsor and BTIG have committed to purchasing 470,000 private placement units (up to 517,250 if the over-allotment is exercised) for $4,700,000 (up to $5,172,500).
- · The SPAC has not selected any business combination target and has not initiated any substantive discussions with any target.
- · Public shareholders have redemption rights upon completion of the initial business combination, but shareholders holding more than 15% of the shares sold in the offering are restricted from redeeming more than 15% without the company's consent.
- · The sponsor and BTIG have committed to purchase an aggregate of 470,000 private placement units (up to 517,250 if over-allotment exercised) at $10.00 per unit.
- · Non-managing sponsor investors have expressed interest to indirectly purchase 270,000 private placement units at $10.00 per unit and will receive membership interests representing 2,160,000 founder shares at a nominal price.
- · The Class B ordinary shares will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the initial business combination, subject to anti-dilution adjustments.
- · The company is a blank check company incorporated in the Cayman Islands and is classified as an emerging growth company and a smaller reporting company.
22-05-2026
AmperCap Acquisition Co filed an S-1/A registration statement for its initial public offering of 12,500,000 units at $10.00 per unit, with a total offering size of $125,000,000. The SPAC, incorporated in the Cayman Islands on December 5, 2025, has not yet identified any target business for a business combination and has generated no revenues to date. Proceeds of $126,250,000 (or $145,187,500 if the over-allotment option is exercised in full) will be placed in a trust account, with the company required to complete a business combination within 21 months of the offering closing or face liquidation.
- · AmperCap Acquisition Company was incorporated in the Cayman Islands on December 5, 2025.
- · The company has not selected any specific target business and has not engaged in any substantive discussions with any target business.
- · The company intends to focus mainly on middle-market businesses but is not limited to any specific industry or geographic location.
- · The underwriters have received 275,000 EBC founder shares as additional compensation.
- · Up to 625,000 founder shares and 35,870 EBC founder shares may be forfeited if the over-allotment option is not exercised in full.
- · The company is an 'emerging growth company' under federal securities laws and will be subject to reduced public company reporting requirements.
- · Investors will not be entitled to protections normally afforded under Rule 419 blank check offerings.
- · The offering is on a firm commitment basis with the underwriters expecting to deliver units on or about [●], 2026.
22-05-2026
Allied Gaming & Entertainment Inc. (AGAE) reported a net loss of $34.6M for FY2025, widening from a $22.6M loss in FY2024, driven by a 12.2% decline in total revenue to $8.0M and a sharp increase in general and administrative expenses to $31.1M (up 132.7% YoY). While in-person revenue grew 5.8% to $4.9M, casual mobile gaming revenue fell 31.2% to $3.0M, and the company recorded a $7.2M impairment of long-lived assets. Operating cash flow remained negative at -$9.8M, and working capital surplus shrank 57.7% to $27.2M.
- · The broader esports market is projected to reach $3.17 billion in 2026, with major events including the Esports World Cup in Riyadh, the League of Legends World Championship, and the Global Esports World Finals in Los Angeles.
- · Competition includes gaming lifestyle influencer networks and marketing companies such as Gamesquare, 100thieves, and Super League Enterprise.
- · Total costs and expenses rose 45.2% YoY to $47.0M, driven by a $17.7M unfavorable increase in G&A and a $6.9M unfavorable impairment of long-lived assets.
- · Impairment of goodwill improved significantly, decreasing from $9.6M in FY2024 to $0.7M in FY2025 (favorable change of $8.9M).
- · Other income (expense) swung to a net gain of $3.9M in FY2025 from $0.3M in FY2024, helped by a $3.0M loss on escrow settlement in the prior year that did not recur.
- · Interest income, net increased 16.1% to $4.2M in FY2025 from $3.7M in FY2024.
- · Cash used in investing activities was $38.4M in FY2025 versus cash provided of $23.8M in FY2024, a swing of $62.2M.
- · Financing activities provided only $0.8M in FY2025, down from $23.9M in FY2024.
- · The company's independent registered public accounting firm is identified by PCAOB ID 6413.
- · Roy L. Anderson, CFO, previously served as a partner at Mazars USA from May 2005 to October 2021.
22-05-2026
GameStop Corp. filed a DEF 14A proxy statement for its 2026 Annual Meeting of Stockholders to be held on July 7, 2026. The agenda includes five proposals: election of five director nominees, an advisory vote on executive compensation, ratification of KPMG LLP as independent auditor, approval of a CEO Performance Award for Ryan Cohen tied to market capitalization and cumulative EBITDA hurdles, and an amendment to increase authorized common shares. The filing highlights the company's transformation under Cohen's leadership but also notes the need for stockholder approval of the performance award and the potential dilution from increased authorized shares.
- · The annual meeting is scheduled for July 7, 2026, at 10:00 a.m. Central Daylight Time, with a record date of May 20, 2026.
- · The Board recommends a FOR vote on all five proposals.
- · The CEO Performance Award includes market capitalization hurdles and cumulative Performance EBITDA hurdles as vesting conditions.
- · The proposed amendment to the Certificate of Incorporation would increase authorized shares of common stock, with potential anti-takeover considerations noted.
- · The proxy statement includes a clawback policy, equity ownership policy, and anti-hedging policy.
- · The filing references fiscal years 2022, 2023, 2024, and 2025, with fiscal 2025 ending January 31, 2026.
- · No specific financial performance metrics (revenue, profit, etc.) are disclosed in the provided excerpt.
22-05-2026
Dominion Energy, Inc. and NextEra Energy, Inc. announced a planned merger, with Dominion's CEO Robert Blue discussing the deal on CNBC's Squawk Box. The merger is framed as a response to accelerating electric demand, aiming to achieve scale, investment, and a focus on reliability and affordability. The filing does not provide specific financial figures or performance metrics, so no period-over-period comparisons are available.
- · The filing is a LinkedIn post by CEO Robert Blue relating to a CNBC interview about the merger.
- · The merger is intended to address accelerating electric demand by providing scale, investment, and a focus on reliability and affordability.
- · The filing includes extensive forward-looking statements and risk factors, including integration risks, regulatory approvals, and potential shareholder approval issues.
- · NextEra Energy will file a registration statement on Form S-4 with a joint proxy statement/prospectus for shareholder votes.
- · The transaction is subject to customary closing conditions, including regulatory and shareholder approvals.
22-05-2026
Zoetis Inc. held its 2026 Annual Meeting on May 20, 2026, where all 12 director nominees were elected, and shareholders approved executive compensation on an advisory basis, with a preference for annual votes. However, a shareholder proposal to permit action by written consent was not approved. Additionally, Ms. Louise M. Parent retired from the Board effective May 20, 2026.
- · Shareholder proposal for written consent received 167,308,882 votes for and 190,220,865 against, failing to pass.
- · Advisory vote on executive compensation had 306,328,992 for and 51,638,692 against.
- · Ratification of KPMG as auditor passed with 367,031,759 for and 11,450,123 against.
- · Broker non-votes were 20,464,303 for director elections and other proposals except ratification.
22-05-2026
News Corp filed an 8-K on May 22, 2026, to disclose its daily ASX filings regarding its ongoing $1 billion stock repurchase program. The filing reiterates the company's authorization to repurchase up to $1 billion in aggregate of its Class A and Class B common stock, but no specific repurchase activity or financial results are reported in this filing.
- · The repurchase program covers both Class A (NWSA) and Class B (NWS) common stock.
- · The filing includes exhibits 99.1 and 99.2, which are copies of information provided to the ASX on specific dates.
- · The company is required to provide daily ASX disclosure of any repurchase transactions under the program.
- · The filing contains forward-looking statements regarding the company's intent to repurchase shares from time to time.
22-05-2026
Bread Financial Holdings, Inc. held its 2026 annual meeting on May 19, 2026, with 91.35% of outstanding shares represented. All nine director nominees were elected, executive compensation was approved on an advisory basis, the 2026 Employee Stock Purchase Plan was approved, and Deloitte & Touche LLP was ratified as the independent auditor for 2026. Director Roger H. Ballou retired after 25 years of service.
- · Director Roger H. Ballou, who served since 2001, retired effective May 19, 2026.
- · Proposal 2 (advisory vote on executive compensation) received 31,508,096 votes for, 2,754,478 against, and 25,859 abstentions, with 3,552,752 broker non-votes.
- · Proposal 3 (2026 Employee Stock Purchase Plan) received 34,219,041 votes for, 55,969 against, and 13,423 abstentions, with 3,552,752 broker non-votes.
- · Proposal 4 (ratification of Deloitte & Touche LLP) received 36,998,194 votes for, 822,956 against, and 20,035 abstentions, with no broker non-votes.
- · The annual meeting was held in a virtual-only format.
22-05-2026
Janus Investment Fund filed a DEFA14A proxy solicitation material on May 22, 2026, urging shareholders to vote on a new investment advisory agreement following Janus Henderson's agreement to become a privately-owned company. The Joint Special Meeting of Shareholders has been adjourned to May 29, 2026, to allow additional time for voting. The Board of Trustees unanimously recommends a 'FOR' vote, and the fund emphasizes that there will be no change in fund management, fee rates, or investor business practices as a result of the ownership change.
- · The definitive proxy statement was filed with the SEC on March 2, 2026.
- · Shareholders can vote by phone (1-855-206-2338), online, via text message link, or through the Proxy Vote Mobile App.
- · The meeting was adjourned to May 29, 2026, to allow additional time for voting.
- · The filing includes multiple template communications (email, text) for both registered and beneficial holders.
22-05-2026
Janus Detroit Street Trust filed additional proxy soliciting materials (DEFA14A) urging shareholders to vote on a new investment advisory agreement following Janus Henderson's agreement to become a privately-owned company. The Board of Trustees unanimously recommends voting FOR the proposal, which would keep the same management team, fee rates, and investment objectives. The shareholder meeting has been adjourned to May 29, 2026, and the filing includes multiple scripts and templates for phone, text, and email outreach to encourage voting.
- · The definitive proxy statement was filed with the SEC on March 2, 2026.
- · Shareholders can vote by phone (1-855-206-2309), mail, text message link, or via the Proxy Vote Mobile App.
- · The Board of Trustees unanimously recommends voting FOR the proposal.
- · The meeting was originally scheduled for May 18, 2026, and has been adjourned to May 29, 2026.
- · Contact hours for voting: Mon-Fri 9:00am-10:00pm EST, Sat-Sun 10:00am-6:00pm EST.
22-05-2026
At its 2026 Annual Meeting on May 19, 2026, First Northwest Bancorp shareholders approved the Amended and Restated 2020 Equity Incentive Plan, increasing authorized shares from 520,000 to 820,000 and raising the annual non-employee director compensation limit from $150,000 to $175,000. However, Proposal 2 to remove supermajority provisions from the Articles of Incorporation failed, receiving only 67.37% of outstanding shares in favor, short of the required 80% threshold. All nine director nominees were elected with strong support (ranging from 87.26% to 93.34% of votes cast).
- · The Amended Plan will terminate 10 years after its effective date, unless terminated earlier by the Board.
- · Proposal 2 (removing supermajority provisions) received 6,399,941.98 votes for (98.85% of votes cast), 68,769.68 against, 5,679 abstain, and 1,267,289 broker non-votes, but failed because it required 80% of outstanding shares (approximately 7,599,440 shares).
- · Proposal 3 (Equity Incentive Plan) received 5,851,403.42 for (90.38%), 275,255.24 against, 347,732 abstain.
- · Proposal 4 (Say-on-Pay) received 5,480,183.31 for (84.64%), 583,739.24 against, 410,468.11 abstain.
- · Proposal 5 (Auditor ratification) received 7,285,594.98 for (94.11%), 392,092.68 against, 63,992 abstain, with zero broker non-votes.
- · All director nominees were elected with support ranging from 87.26% (Sherilyn G. Anderson) to 93.34% (Curt T. Queyrouze) of votes cast.
22-05-2026
Dominion Energy entered into a merger agreement with NextEra Energy on May 15, 2026, whereby NextEra will acquire Dominion Energy in a transaction valued at approximately $2.24 billion termination fee. The merger is subject to shareholder and regulatory approvals, and the filing discusses risks including potential failure to complete, which could negatively impact Dominion's stock price, credit ratings, and operations. While the merger aims to create benefits, uncertainties remain regarding integration and regulatory conditions.
- · Merger requires approval from holders of a majority of Dominion Energy common stock and majority of votes cast by NextEra Energy shareholders.
- · Regulatory approvals needed from FERC, NRC, Virginia SCC, North Carolina Utilities Commission, and South Carolina PSC.
- · If merger fails, Dominion Energy may face negative reactions from rating agencies, increased borrowing costs, and reputational harm.
- · Merger Agreement restricts Dominion Energy from soliciting alternative acquisition proposals and limits business activities during pendency.
- · Termination fee of $2.24 billion payable to NextEra if Dominion board changes recommendation.
22-05-2026
Dominion Energy, Inc. filed an 8-K to incorporate by reference risk factors related to its pending merger with NextEra Energy, Inc., announced on May 15, 2026. The merger is subject to multiple conditions including shareholder approvals from both companies, various regulatory consents (FERC, NRC, Virginia SCC, NC Utilities Commission, SC PSC), HSR clearance, and absence of a material adverse effect on either party. The filing highlights significant risks: if the merger fails to close, Dominion Energy faces potential credit rating downgrades, stock price decline, increased borrowing costs, and a termination fee of $2.24 billion payable to NextEra, while even if completed, the anticipated benefits may not be achieved due to integration challenges or regulatory conditions.
22-05-2026
The Estée Lauder Companies Inc. and Puig have terminated discussions regarding a potential business combination, as announced on May 21, 2026. The companies had confirmed on March 23, 2026 that they were in talks, but no agreement was reached, and there are no assurances regarding any future deal.
- · The discussions were first confirmed on March 23, 2026.
- · The termination was announced on May 21, 2026.
- · The filing is an amendment (8-K/A) to the original 8-K filed on March 23, 2026.
- · A press release dated May 21, 2026 is attached as Exhibit 99.1.
22-05-2026
Denali Therapeutics and Biogen announced topline results from the Phase 2b LUMA study of BIIB122 (DNL151) in early-stage Parkinson's disease on May 21, 2026. The press release was furnished as an exhibit to the 8-K filing. No specific numerical results or performance metrics were disclosed in the filing itself.
- · The filing is an 8-K under Item 7.01 Regulation FD Disclosure.
- · The press release is furnished, not filed, and is not incorporated by reference into other SEC filings.
- · The study is in early-stage Parkinson's disease.
- · The filing date is May 22, 2026, with the event date of May 21, 2026.
22-05-2026
Trio Petroleum Corp held its annual meeting on May 21, 2026, with a quorum of 40.9% of eligible shares. Shareholders approved all four proposals: electing Robin Ross as Class III director, authorizing a reverse stock split (ratio between 1:2 and 1:10), increasing shares reserved under the 2022 Equity Incentive Plan from 2,952,383 to 6,452,383, and ratifying Bush & Associates CPA LLC as auditor for fiscal 2026. However, the reverse stock split and equity plan amendments received significant opposition (2.4 million and 1.1 million votes against, respectively), and broker non-votes were high on the director election and equity plan (8.0 million each), indicating notable shareholder dissent.
- · The reverse stock split ratio will be set by the Board of Directors within a range of 1:2 to 1:10, with the exact ratio determined at the Board's sole discretion.
- · The reverse stock split will become effective after Board approval of the ratio and filing of a certificate of amendment with the Delaware Secretary of State.
- · The 2022 Equity Incentive Plan amendment increases the share reserve by 3,500,000 shares, from 2,952,383 to 6,452,383 shares.
- · Broker non-votes totaled 8,006,450 on both the director election and the equity plan amendment, representing about 60.5% of the shares present at the meeting.
- · The auditor ratification received the highest support with 11,840,250 votes FOR, but still had 682,374 votes AGAINST and 707,222 abstentions.
22-05-2026
Hyperliquid Strategies Inc filed an S-1 registration statement for an IPO. The company reported a deferred tax liability of $60.5 million for the nine months ended March 31, 2026, related to HYPE tokens. The filing also details the reverse recapitalization with Rorschach and the acquisition of Sonnet BioTherapeutics.
- · The company is an emerging growth company under the JOBS Act and has elected to use extended transition period for new accounting standards.
- · The combination of Rorschach and HSI was accounted for as a reverse recapitalization with Rorschach as the accounting acquirer.
- · Cash and cash equivalents include money market funds and treasury bills with initial maturity of three months or less.
- · The company has a full valuation allowance on deferred tax assets due to limited operating history and no operating income.
22-05-2026
Perspective Therapeutics, Inc. (CATX) announced interim results from its ongoing clinical trials, to be presented at the 2026 ASCO Annual Meeting (May 29–June 2, 2026, Chicago). The filing is a brief 8-K with no financial data or period-over-period comparisons, solely referencing a press release (Exhibit 99.1) for details. No negative or flat metrics are disclosed in the filing itself.
- · Press release issued on May 21, 2026, regarding interim clinical trial results.
- · Results to be presented at the 2026 ASCO Annual Meeting (May 29–June 2, 2026, Chicago, Illinois).
- · No financial statements or quantitative data included in the 8-K filing.
22-05-2026
Verus Capital Partners, LLC filed its quarterly 13F-HR for the period ended March 31, 2026, disclosing equity holdings with a total reported value of approximately $1.46 billion. The portfolio is heavily concentrated in fixed income and income-oriented ETFs, with top holdings in Guggenheim Strategic Opportunities Fund ($27.3M), iShares Core S&P 500 ETF ($29.8M), and Goldman Sachs ActiveBeta US Equity ETF ($13.1M), alongside significant positions in large-cap tech stocks such as Apple ($155.9M), Amazon ($79.5M), and Advanced Micro Devices ($57.4M). The filing reflects a diversified multi-asset strategy but does not provide prior-period comparative data for period-over-period analysis.
- · The filing includes 525 separate equity positions, indicating a highly diversified portfolio.
- · The largest position by value was Apple Inc. at $155.9M (614,413 shares), followed by Amazon.com at $79.5M and Advanced Micro Devices at $57.4M.
- · Exposure to fixed income and income-oriented strategies is significant: Guggenheim Strategic Opportunities Fund ($27.3M, 2.48M shares), Invesco Active Managed Total Return ($12.2M), iShares Core S&P 500 ETF ($29.8M), and Goldman Sachs Access Treasury ETF ($13.7M).
- · Sector bets include a large position in the Global X Defense Tech ETF ($6.2M) and Direxion Daily Aerospace & Defense ETF ($527K), reflecting a tilt toward defense and aerospace.
- · The firm holds a significant short-biased position via the Direxion Daily S&P 500 Bear ETF ($1.42M, 142,931 shares).
- · No period-over-period comparative data is available as the filing only reports the current quarter holdings.
- · The portfolio shows heavy exposure to mega-cap technology stocks and ETFs, alongside meaningful positions in energy (Exxon $6.5M, Chevron $2.7M), healthcare (AbbVie $11.6M, Eli Lilly $879K), and consumer staples (Coca-Cola $671K, PepsiCo $902K).
- · The filing confirms Verus Capital Partners, LLC is a Scottsdale, Arizona-based investment adviser with Stephen D. Bull as Managing Partner.
22-05-2026
iQSTEL Inc. filed an S-1 registration statement with the SEC on May 21, 2026, registering up to 11,000,000 shares of common stock for resale by M2B Funding Corp. under a $50 million equity line purchase agreement. The company operates in telecom (91% of 2025 revenue), fintech, and AI, but has a history of operating losses and a going concern qualification. While the equity line provides potential capital for growth, it will cause significant dilution to existing stockholders and may depress the stock price due to the 6% discount purchase price.
- · The S-1 was filed on May 21, 2026, and is a resale registration for M2B Funding Corp., not a primary offering by the company.
- · M2B is prohibited from short selling or hedging during the term of the Purchase Agreement.
- · The equity line has a 60-month term, and individual purchase notices are limited to the lesser of 75% of 5-day average daily volume, 25% of same-day volume, or $500,000 in value.
- · The company has a history of operating losses and a going concern qualification in its financial statements.
- · Revenue concentration risk: a substantial portion of revenue comes from a limited number of customers.
- · The company operates in 20 countries with offices in USA, Argentina, UK, Switzerland, Turkey, and Dubai.
- · The AI division (Reality Border) shifted focus from metaverse to enterprise AI solutions for telecom and contact centers.
- · GlobeTopper (fintech) contributed 0% of revenue in 2024, growing to 9% in 2025 and 13% in Q1 2026.
- · The company's common stock trades on Nasdaq under symbol 'IQST'.
22-05-2026
Take-Two Interactive Software reported total net revenue of $6,656.4M for fiscal year 2026, up 18.2% from $5,633.6M in FY2025, driven by growth in recurrent consumer spending (+16.1% to $5,196.6M) and mobile revenue (+13.3% to $3,333.0M). Gross profit improved 24.4% to $3,809.7M with gross margin expanding to 57.2% from 54.3%. However, the company still reported a net loss of $298.2M, though this was a significant improvement from the $4,478.9M net loss in FY2025, which included a $3,545.2M goodwill impairment charge. Operating cash flow turned positive at $624.3M versus negative $45.2M in the prior year.
- · Software development costs and royalties surged 161.6% YoY to $439.8M, while game intangibles declined 18.3% to $662.2M.
- · Interest income decreased 13.7% to $85.1M, and interest expense decreased 9.5% to $151.4M.
- · Foreign currency exchange loss improved 23.0% to $17.4M.
- · Goodwill balance at March 31, 2026 was $1,061.9M, with no impairment charge in FY2026 versus $3,545.2M in FY2025.
- · Net cash used in investing activities increased significantly to $649.2M from $151.5M, reflecting higher capital deployment.
- · The company's gross margin improved to 57.2% in FY2026 from 54.3% in FY2025, driven by lower cost of revenue as a percentage of sales.
- · Recurrent consumer spending as a percentage of total revenue declined slightly to 78.1% from 79.4%.
- · Mobile revenue as a percentage of total revenue decreased to 50.1% from 52.2%, while console share increased to 39.0% from 37.3%.
- · Digital online revenue accounted for 97.0% of total revenue, up from 96.4%.
- · Physical retail and other revenue continued to decline, down 2.5% YoY to $196.7M.
22-05-2026
Equus Total Return, Inc. filed an 8-K on May 22, 2026, reporting its net asset value for the quarter ended March 31, 2026, via a press release issued on May 21, 2026. The filing provides no specific financial figures or comparative performance data, limiting the ability to assess trends or material changes.
- · The press release announcing NAV for Q1 2026 is incorporated by reference as Exhibit 99.1.
- · The filing date is May 22, 2026, and the event date is May 21, 2026.
22-05-2026
Access Investment Management LLC filed its Q1 2026 13F-HR, reporting total holdings valued at approximately $375.6 million across 157 equity positions. The portfolio shows significant concentration in financials and industrials, with top holdings including United Rentals ($23.3M), Sonoco Products ($15.7M), Apollo Global Management ($15.8M), and Citigroup ($13.5M).
- · The filing includes 157 equity positions with a total market value of $375,590,424 as of March 31, 2026.
- · Top 10 positions by value: United Rentals ($23.3M), Sonoco Products ($15.7M), Apollo Global Management ($15.8M), Citigroup ($13.5M), East West Bancorp ($13.5M), JPMorgan Chase ($10.4M), Bank of America ($10.2M), Donnelley Financial Solutions ($11.0M), Customers Bancorp ($9.7M), and Stifel Financial ($15.8M).
- · Largest holdings by share count: Integra LifeSciences (640,535 shares), Sally Beauty Holdings (563,855 shares), DXC Technology (497,670 shares), Ladder Capital Corp (483,796 shares), and Wiley John & Sons (366,520 shares).
- · The portfolio includes a mix of common stocks, ETFs, and ADRs across various sectors including financials, industrials, technology, healthcare, and consumer goods.
- · Notable ETF positions include iShares International Select Dividend ETF ($4.5M), iShares S&P Small-Cap 600 Value ETF ($3.9M), Vanguard FTSE Pacific ETF ($6.7M), and Vanguard International High Dividend Yield ETF ($2.0M).
22-05-2026
Vodafone reported FY26 revenue of €40.5B (+8.0% YoY) and service revenue of €33.5B (+8.8% YoY), with organic service revenue growth of 5.4%. Operating profit swung to €2.8B from a loss of €0.4B in FY25, driven by prior-year impairments. However, the company remained loss-making with a net loss of €49M (vs. €3.7B loss in FY25), and basic loss per share from continuing operations was €(0.012) compared to €(0.1586) last year. Cash flow from operations declined to €14.3B from €15.4B, and net debt increased to €43.7B from €42.1B.
- · Vodafone Business grew 2.2% in FY26, and 3.2% on an organic basis, with double-digit growth in digital services revenue.
- · Basic loss per share from continuing operations improved to 1.20 eurocents loss from 15.86 eurocents loss in FY25.
- · Total dividends per share increased to 4.6125 eurocents from 4.5 eurocents in FY25.
- · Net debt increased to €43.7 billion from €42.1 billion.
- · Cash inflow from operating activities decreased to €14.3 billion from €15.4 billion.
- · The company reported a net loss of €49 million for FY26, compared to a loss of €3.7 billion in FY25.
- · Operating profit increased by €3.2 billion to €2.8 billion, largely due to non-cash impairment charges in the prior year, partially offset by higher depreciation and amortisation following the consolidation of Three UK.
22-05-2026
Starfighters Space, Inc. (NYSE American: FJET) announced a $17.5 million strategic equity investment led by global institutional investors to accelerate its STARLAUNCH program, infrastructure expansion, and commercial space development. The financing is expected to close on or about May 27, 2026, and represents a milestone as the company transitions from capability development toward scaled commercial execution. However, the company faces execution risks including regulatory approvals, launch licensing, and development timelines, with a targeted space demonstration flight for STARLAUNCH II still 18 to 24 months away.
- · The company completed its IPO in December 2025.
- · Recent completion of wind tunnel testing for STARLAUNCH I validated key system dynamics and reduced technical risk.
- · STARLAUNCH II has a targeted space demonstration flight timeline over the next 18 to 24 months, subject to regulatory approvals and program execution.
- · The securities sold in the private placement have not been registered under the Securities Act of 1933 and may not be offered or sold in the U.S. absent registration or an applicable exemption.
- · The company has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issued in the private placement.
- · Cantor is serving as exclusive placement agent; DLA Piper LLP (US) is legal advisor to Cantor; McMillan LLP is legal advisor to Starfighters Space.
22-05-2026
Sila Realty Trust, Inc. filed a definitive proxy statement (DEFM14A) on May 22, 2026, in connection with a proposed merger. BofA Securities delivered a fairness opinion to the Board on April 19, 2026, concluding that the merger consideration is fair from a financial point of view to holders of common stock. The filing includes financial projections prepared by management, which assume 2.4% compound annual growth in Cash NOI from 2026-2030 and approximately $3 million in additional Cash NOI from a January 2026 acquisition, but these projections are subject to significant uncertainty and are not guarantees of future performance.
- · The proxy statement relates to the year ended December 31, 2025, but does not extend to financial projections.
- · Non-GAAP financial measures used include Cash NOI, FFO, AFFO, Adjusted EBITDA, and Unlevered Free Cash Flow.
- · BofA Securities' opinion was based on a draft of the Merger Agreement dated April 18, 2026.
- · Assumptions include completed disposition of one facility, budgeted dispositions of two land parcels, and refinancing of existing term loans resulting in fully floating rate debt capitalization.
- · The financial projections assume interest rate swaps are not renewed upon maturity.
22-05-2026
Comscore, Inc. filed a DEFA14A on May 22, 2026, supplementing its proxy statement for the June 16, 2026 annual meeting with updated biographical information for director Brian Wendling. The update notes that Qurate Retail, Inc. (now QVC Group, Inc.), where Mr. Wendling served as Chief Accounting Officer and Principal Financial Officer from January 2020 to March 2025, commenced voluntary Chapter 11 bankruptcy proceedings in April 2026. This bankruptcy disclosure is a material negative development related to a company where the director was previously a top finance officer, but the filing itself is a procedural supplement with no new financial data or changes to Comscore's operations.
- · Brian Wendling served as Chief Accounting Officer and Principal Financial Officer of Qurate Retail, Inc. from January 2020 to March 2025 — that company commenced voluntary Chapter 11 bankruptcy in April 2026.
- · Mr. Wendling has served as a Comscore director since March 2021.
- · The annual meeting is scheduled for June 16, 2026.
- · The proxy statement and Annual Report on Form 10-K for year ended December 31, 2025 are available at https://materials.proxyvote.com/20564W.
22-05-2026
Wayfair Inc. held its 2026 Annual Meeting on May 21, 2026, where stockholders approved all four proposals: election of nine director nominees, ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2026, a non-binding advisory vote on executive compensation, and an amendment to the 2023 Incentive Award Plan to increase authorized shares by 20,000,000. While director elections and auditor ratification passed overwhelmingly, the advisory vote on executive compensation and the share plan amendment received notable opposition, with 24.6% and 21.7% of votes cast against, respectively.
- · Broker non-votes totaled 10,775,007 on all director elections and proposals 1, 3, and 4; proposal 2 (auditor ratification) had no broker non-votes.
- · Director Michael Kumin received the lowest support among nominees with 273,900,950 votes for and 34,801,195 abstentions.
- · The auditor ratification passed with 319,440,139 votes for, only 18,316 against, and 18,697 abstentions.
- · The 2026 Annual Meeting was held on May 21, 2026, and the 8-K was filed on May 22, 2026.
22-05-2026
Booz Allen Hamilton's fiscal 2026 annual report reveals a mixed performance: revenue declined 6% to $11.2B, and net income fell 9% to $851M, while operating income dropped 25% to $1.03B. However, the company generated strong operating cash flow of $1.04B (up 3% YoY) and maintained a healthy balance sheet with total debt of $3.94B. Adjusted EBITDA decreased 7% to $1.23B, and the effective tax rate fell sharply to 1.3% from 23.3% in fiscal 2025.
- · Revenue from prime contracts was 94% in fiscal 2026, down from 95% in fiscal 2025.
- · Subcontractor services accounted for 26% of revenue in fiscal 2026, up from 25% in fiscal 2025.
- · General and administrative expenses increased 2% YoY to $1.27B in fiscal 2026.
- · Interest expense net increased 10% YoY to $184M in fiscal 2026.
- · Net cash used in investing activities was $300M in fiscal 2026, up from $218M in fiscal 2025.
- · Net cash used in financing activities was $898M in fiscal 2026, up from $460M in fiscal 2025.
- · Total other current assets were $2.92B as of March 31, 2026.
- · Total other current liabilities were $1.65B as of March 31, 2026.
- · Long-term debt (net of current portion) was $3.92B as of March 31, 2026.
- · The Obligor Group (parent and guarantors) reported net income of $782M for fiscal 2026, with operating loss from non-guarantor subsidiaries of $106M.
22-05-2026
Booz Allen Hamilton reported Q4 FY26 revenue of $2.8B, a 6.4% YoY decline, but net income rose 6.2% to $205M and adjusted diluted EPS increased 10.6% to $1.78. For the full fiscal year, revenue fell 6.4% to $11.2B and net income dropped 9.0% to $851M, while adjusted EBITDA margin remained flat at 11.0%. The company guided FY27 revenue growth of 0-4% and adjusted EBITDA of $1.24-1.29B, with anticipated Civil business declines offset by National Security portfolio growth.
- · Q4 FY26 quarterly book-to-bill ratio was 0.9x, while trailing twelve-month book-to-bill ratio was 1.1x.
- · FY26 full year diluted EPS was $6.90, down 4.8% YoY from $7.25.
- · FY26 full year EBITDA was $1.196B, down 22.1% YoY from $1.535B.
- · FY27 guidance includes revenue of $11.2-11.7B (0-4% growth), adjusted EBITDA of $1.24-1.29B, adjusted diluted EPS of $6.00-6.35, and free cash flow of $825-925M.
- · FY27 guidance assumes capital expenditures of approximately $220M, including $105M related to new headquarters.
- · A regular quarterly dividend of $0.59 per share will be payable on June 26, 2026, to stockholders of record on June 10, 2026.
- · The company expects continued growth in the National Security portfolio but anticipates Civil business declines due to external factors.
22-05-2026
lululemon athletica inc. filed definitive additional materials (DEFA14A) on May 22, 2026, in connection with its 2026 annual meeting of stockholders. The filing urges stockholders to read the definitive proxy statement and accompanying WHITE proxy card carefully, as they contain important information regarding the solicitation of proxies. No financial results or performance metrics are disclosed in this filing.
- · The filing is a DEFA14A (definitive additional materials) filed on May 22, 2026.
- · The company has already filed a definitive proxy statement on Schedule 14A and a WHITE proxy card.
- · Stockholders can obtain free copies of the proxy materials from the SEC's website at www.sec.gov or from lululemon's investor relations website.
- · The filing includes an embedded image (timage_001.jpg) but no additional substantive text beyond the standard proxy solicitation notice.
22-05-2026
Cayson Acquisition Corp filed a Form 8-K on May 22, 2026, reporting that on May 21, 2026, its insiders deposited the third monthly contribution of $125,000 into the trust account to extend the deadline for completing a business combination. The extension allows the company to postpone the deadline up to March 23, 2027, with monthly contributions required. No financial results or business combination progress were disclosed.
- · The extension allows up to 12 monthly extensions until March 23, 2027.
- · The insiders include sponsors, officers, directors, affiliates or designees.
- · The contribution increases the per-share redemption price upon business combination or liquidation.
22-05-2026
Chewy, Inc. filed a DEFA14A (definitive additional materials) on May 22, 2026, related to its proxy statement. The filing indicates no fee is required and provides no specific financial or operational updates.
22-05-2026
Cayson Acquisition Corp filed an 8-K on May 22, 2026, reporting that on May 21, 2026, its Insiders deposited the third monthly Contribution of $125,000 into the Trust Account to extend the deadline for consummating a business combination to March 23, 2027. The extension allows the Board to postpone the deadline monthly, up to 12 months, with each month requiring a $125,000 deposit from Insiders.
- · The Extension was approved at an extraordinary general meeting held on March 18, 2026.
- · The Existing Memorandum and Articles were adopted by special resolution on September 19, 2024, effective September 23, 2024.
- · The Extended Date is March 23, 2027, unless a business combination closes earlier or the Board determines an earlier date.
- · 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.
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