Friday Furnace - 04-25-2025

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📊 Detailed Summaries 📊

Audit Issues 🔍

Midland States Bancorp, Inc. (MSBI - $343.3M) - Midland States Bancorp, Inc. announced that its Audit Committee concluded the audited and unaudited financial statements for multiple periods dating back to 2012 should no longer be relied upon due to errors in accounting for loans originated through third-party programs. The Company will restated these financials in its 2024 Annual Report, correcting the treatment of credit enhancement payments and loan yields, which will impact net income but is not expected to materially affect tangible equity or regulatory capital ratios. This restatement and filing delay may also influence the evaluation of goodwill and requires recognition of certain subsequent events in the 2024 financial statements.

Executive Changes 👋

Alliance Entertainment Holding Corp (AENT - $150.3M) - Thomas Finke has resigned as a director of Alliance Entertainment Holding Corporation effective May 1, 2025. This departure reduces the current Board of Directors by one member. No reasons for the resignation or plans for a replacement director were disclosed.

Accelerate Diagnostics, Inc (AXDX - $13.4M) - Accelerate Diagnostics, Inc. entered into a retention bonus agreement with CEO Jack Phillips, providing him a $200,000 retention bonus payable promptly. If Mr. Phillips’ employment terminates for any reason other than termination by the Company without Cause within 180 days, he must repay the net after-tax bonus amount. This arrangement aims to incentivize Mr. Phillips to remain with the Company during this critical period.

Cco Holdings Capital Corp - At the 2025 Annual Meeting, Charter Communications, Inc. stockholders approved the 2025 Employee Stock Purchase Plan (ESPP), which became effective on April 22, 2025. The ESPP allows eligible employees to purchase up to 1,500,000 shares of the Company’s Class A common stock through payroll deductions. This plan was previously approved by the board on January 28, 2025, and is detailed in the Company’s proxy statement filed on March 13, 2025.

Cleanspark Inc. (CLSK - $2.1B) - CleanSpark Inc. has increased the annual base salary of Chief Technology Officer Taylor Monnig from $410,000 to $550,000 and raised his bonus target from 100% to 150% of base salary. The equity grants under the 2025 Long Term Incentive Plan for Mr. Monnig have been significantly increased, with the maximum RSU value rising from approximately $4.92 million to $6.33 million based on the April 22, 2025 stock price. Vesting of these awards will be contingent on performance metrics assessed in October 2025 and Mr. Monnig’s continued service, with 40% vesting shortly after and the remainder vesting quarterly over the following year.

Chewy, Inc. (CHWY - $14.0B) - Chewy, Inc. has expanded its Board from thirteen to fourteen directors by appointing Dr. Nat Goldhaber as an independent Class I director, with a term expiring at the 2026 annual meeting. Dr. Goldhaber brings extensive experience in venture capital, technology, and public service, enhancing the Board’s expertise in clean energy, healthcare, and technology investments. The Company entered into a standard indemnification agreement with Dr. Goldhaber and confirmed there are no related party transactions or arrangements requiring disclosure.

Coherus BioSciences, Inc. (CHRS - $122.9M) - Mark D. Stolper has resigned from Coherus BioSciences’ Board of Directors by choosing not to stand for re-election at the 2025 Annual Meeting, though he will continue supporting the company as a consultant through December 31, 2026. The Board has reduced its size to nine directors effective upon Stolper’s departure. Additionally, Rita A. Karachun and Michael Ryan were reclassified among Board classes to achieve compliance with the company’s Certificate of Incorporation, with their resignations and immediate reappointments ensuring uninterrupted service.

CrowdStrike Holdings, Inc. (CRWD - $89.9B) - CrowdStrike Holdings, Inc. approved a compensation package for CEO and President George Kurtz for fiscal year 2026, effective February 1, 2025. Mr. Kurtz’s annual base salary is set at $1,100,000 with a target incentive compensation award of 135%. This incentive compensation is governed by the Company’s Corporate Incentive Plan, previously filed with the SEC.

Docusign Inc. (DOCU - $14.6B) - Daniel Springer has resigned from Docusign Inc.'s Board of Directors effective immediately as of April 24, 2025. The resignation is not due to any disagreement with the Company regarding its operations, policies, or practices. This departure may impact board composition but does not indicate any underlying conflict or governance issues.

Fastenal Co (FAST - $46.1B) - Fastenal Company’s Board approved an increase in the number of shares available for issuance under its equity compensation plans, proportional to the forward stock split described in Item 5.03. This adjustment will increase the shares issuable upon vesting or settlement of equity awards accordingly. There are no indications of non-compliance, resignations, or other negative events related to this action.

Hilltop Holdings Inc. (HTH - $1.8B) - Hilltop Holdings Inc. appointed Mr. Gerald J. Ford as Chairman Emeritus and Mr. Jeremy B. Ford as Chairman of the Board, while reducing the Board size to fourteen directors. The company amended Martin B. Winges’ Employment Agreement to extend the term until February 29, 2028, and revised the incentive bonus calculation upon termination without cause or change of control to an average of the last three years’ bonuses. Additionally, the amendment allows Mr. Winges to voluntarily retire at age 65 with a pro rata target incentive bonus for that year.

JELD-WEN Holding, Inc. (JELD - $443.9M) - At the 2025 Annual Meeting, JELD-WEN Holding, Inc. stockholders approved an amendment to the 2017 Omnibus Equity Plan, increasing the available share reserve by 2 million shares. This amendment was previously approved by the Board and recommended by the Compensation Committee, reflecting a strategic decision to enhance equity compensation capacity. The full text of the amended Equity Plan is filed as Exhibit 10.1 and incorporated by reference.

New Era Helium Inc. (NEHC - $11.5M) - New Era Helium Inc. announced the resignation of CFO Michael J. Rugen, effective May 31, 2025, with no disagreement cited as the cause. Mr. Rugen will remain available to assist with the transition to his successor. The Company is actively seeking a replacement for the CFO position.

New Providence Acquisition Corp. III/Cayman (NPACU) - New Providence Acquisition Corp. III appointed Leo Valentine, Rick Mazer, Daniel Ginsberg, Timothy Gannon, Greg Stevens, Alexander Coleman, and Gary Smith to its Board of Directors, with Coleman and Smith named Co-Chairs, effective April 23, 2025. Rick Mazer was appointed chair of the Audit Committee, while Daniel Ginsberg was named chair of the Compensation Committee, with multiple directors serving on both committees. The Company also entered into indemnity agreements with all Directors and executive officers, committing to indemnify and advance expenses for legal proceedings to the fullest extent permitted by law.

Ocugen, Inc. (OCGN - $197.7M) - Ocugen, Inc. announced the resignation of Dr. Prabha Fernandes and the decision of Dr. Marna Whittington to not stand for re-election to the Board at the 2025 Annual Meeting, resulting in two key Board vacancies. The Company plans to nominate Satish Chandran, Ph.D., an experienced biotech executive, and Blaise Coleman, a pharmaceutical industry financial leader and former CEO of Endo Inc., to fill these positions. These Board changes may impact Ocugen’s governance and strategic direction given the significant roles held by the departing directors.

Q32 Bio Inc. (QTTB - $24.8M) - Mark Iwicki has resigned from Q32 Bio Inc.'s board of directors, effective December 31, 2025, but will remain Chair of the Board and Compensation Committee and an Audit Committee member until that date. His resignation is to reduce his board commitments and focus on his CEO role at Inhibikase Therapeutics, Inc. There is no disagreement with Q32 Bio regarding its operations, policies, or practices related to his departure.

Repay Holdings Corp (RPAY - $387.2M) - Repay Holdings Corp announced the resignation of Chief Financial Officer Timothy J. Murphy, effective May 15, 2025, citing personal reasons and explicitly stating no disputes or disagreements with the Company. Thomas E. Sullivan, currently Chief Accounting Officer, will serve as Interim Chief Financial Officer following Mr. Murphy’s departure while the Company conducts an executive search for a permanent replacement. There are no indications of non-compliance or operational issues related to this leadership change.

SLM Corp (SLM - $5.5B) - SLM Corporation appointed Dr. Daniel Greenstein and Mr. Gary Millerchip as new independent directors, increasing the Board size from twelve to fourteen seats, effective April 23, 2025. Both appointees bring significant expertise in higher education strategy and finance, respectively, with Dr. Greenstein’s background in educational leadership and Mr. Millerchip’s extensive experience as CFO at Costco and Kroger. Their compensation will align with other non-employee directors but will be prorated and exclude the annual Board member equity award of restricted stock.

Tompkins Financial Corp (TMP - $803.3M) - John McKenna, Executive Vice President of Tompkins Financial Corp and President of Tompkins Community Bank, announced his decision to retire in the summer of 2026 after over 17 years of service. This planned departure provides significant lead time for the Company to manage succession and leadership transition. No indication of resignation due to any negative circumstances was disclosed.

Upexi Inc. (UPXI - $13.1M) - Upexi Inc. appointed Allan Marshall as CEO with a base salary of $840,000 and awarded him warrants for 500,000 shares and 75,000 restricted stock units, subject to performance milestones and a three-year term with automatic renewal. Andrew J. Norstrud was appointed CFO with a base salary of $350,000, a restricted stock grant of 100,000 shares vesting over 10 months, and quarterly bonuses ranging from 30% to 100% of his salary. Both executives have severance protections entitling them to lump sum payments equal to three times their base salary plus target bonus if terminated without cause or for good reason.

Verrica Pharmaceuticals Inc. (VRCA - $43.0M) - Christopher G. Hayes has resigned as Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary of Verrica Pharmaceuticals effective April 30, 2025. The Company entered into a Release Agreement with Hayes that includes a release of claims and provides separation benefits, including 12 months of base salary and potential COBRA health coverage continuation. This departure may impact Verrica’s legal and compliance leadership, and the full terms are detailed in the filed Release Agreement (Exhibit 10.1).

Warpspeed Taxi Inc. - Daniel Okelo resigned as Secretary of Warpspeed Taxi Inc. on April 17, 2025, and Zig Ziegler was appointed as his replacement. Mr. Ziegler brings over 30 years of experience in sports performance and biomechanics, and currently leads Z Athlete Factory, a company focused on AI-driven athlete evaluation and training. His background includes founding and presiding over the World Indoor Track & Field League, highlighting his extensive leadership in athlete development.

i-80 Gold Corp. (IAUX - $272.2M) - i-80 Gold Corp. announced the departure of director Christina McCarthy, who will not stand for re-election at the 2025 Annual Meeting, with no disagreements cited. The Company appointed William Paul Chawrun as Chief Operating Officer, effective April 30, 2025, replacing Matthew Gili who will resign from his President and COO roles during the transition. Mr. Chawrun’s employment agreement includes a $400,000 base salary, potential bonuses up to 230% of base salary, and a 700,000 RSU grant vesting after three years, reflecting a significant leadership and compensation change.

Delta Air Lines Inc. (DAL - $25.8B) - Delta Air Lines amended prior Form 8-K filings to report that Christophe Beck and Judith McKenna were appointed to the Board’s Audit Committee and Safety & Security Committee as of April 23, 2025. This update finalizes their committee assignments, which had not been determined at the time of their initial election disclosures. The appointments strengthen oversight in critical areas of audit and safety, potentially impacting governance and risk management.

Verisign Inc. Ca (VRSN - $22.7B) - Verisign Inc. announced the appointment of John D. Calys as Executive Vice President and Chief Financial Officer effective June 1, 2025, succeeding George Kilguss upon his retirement on May 31, 2025. Mr. Calys’ compensation package includes a base salary of $500,000, an annual target bonus of up to 100% of his base salary, and restricted stock units valued at approximately $1.4 million, split evenly between time-vested and performance-based awards. The performance-based stock units vest contingent on achievement of specified performance measures and receipt of an unqualified audit opinion for the fiscal year ending December 31, 2027, highlighting the importance of continued financial compliance and performance.

Material Agreements Signed 🖋️

Aditxt, Inc. (ADTX - $2.7M) - Aditxt, Inc. issued senior notes totaling $256,250 with an original issue discount of $51,250, bearing 10% interest and maturing on May 15, 2025. The Company must use 100% of gross proceeds from future equity sales to repay the Notes and is restricted from incurring additional debt, redeeming capital stock, or paying dividends until the Notes are fully satisfied. These terms impose significant financial constraints on the Company following the Maturity Date.

Amplify Energy Corp. (AMPY - $96.4M) - Item 1.01 of Amplify Energy Corp.'s 8-K filing references Item 1.02 for details on a material definitive agreement, indicating a significant contractual development. However, no specific information about the agreement is provided in Item 1.01 itself, limiting immediate actionable insights. Investors should review Item 1.02 closely to understand the terms and potential impact of this agreement on the company's operations or financial position.

Ares Management Corp (ARES - $29.9B) - Ares Management Corp entered into Amendment No. 13 to its Credit Agreement, extending the maturity of its credit facility to April 22, 2030, and increasing revolver commitments to $1.84 billion with an accordion feature up to $660 million, for a total capacity of $2.5 billion. The amendment includes a new sub-limit of $75 million for swingline loans and modifies certain covenant restrictions and technical provisions. Additionally, the amendment reduces interest margins and unused commitment fees, reflecting improved borrowing costs tied to the Company’s senior unsecured debt ratings.

First Eagle Private Credit Fund - First Eagle Private Credit Fund entered into a material definitive agreement with its Advisers to extend a Fee Waiver Letter that waives 50% of the base management fee and 100% of the incentive fee from July 1, 2025, through December 31, 2025. The waiver is irrevocable during the term and amounts waived will not be subject to any future recoupment by the Advisers. Additionally, the Fund and Adviser extended the Expense Support and Conditional Reimbursement Agreement for another year, indicating continued fee relief and expense support arrangements.

GSR III Acquisition Corp. (GSRT - $297.0M) - GSR III Acquisition Corp. (GSRT) entered into a Material Definitive Agreement with Terra Innovatum to complete a Business Combination that will result in GSRT becoming a wholly owned subsidiary of a newly formed Dutch public limited liability company (PubCo). The transaction includes a complex restructuring involving the formation of New TopCo, contribution of Terra Innovatum’s quotas to New TopCo, and conversion of New TopCo into a Dutch public company, establishing a Cayman Islands subsidiary, Terra MergerCo. This transaction has been approved by GSRT’s board and is subject to closing conditions under New York law.

Intensity Therapeutics Inc. (INTS - $29.5M) - Intensity Therapeutics, Inc. has commenced a best efforts public offering of 3,133,333 shares of common stock along with Series B-1 and Series B-2 warrants, priced at $0.75 per unit, expected to raise approximately $1.9 million in net proceeds. The Company plans to use the funds primarily for patient enrollment and treatment in its INVINCIBLE-3 and INVINCIBLE-4 clinical studies, as well as for working capital and general corporate purposes. The offering includes customary restrictions on stock issuance for 30 days post-closing, with exceptions allowing up to $5 million in additional registered offerings to existing shareholders or investors at or above the offering price.

Innovex International, Inc. (INVX - $1.1B) - Innovex International, Inc. entered into a material definitive agreement to sell its Eldridge facilities for $95.0 million, with closing expected in the third quarter of 2025, subject to customary conditions. The Company will lease back the property under a short-term lease agreement at $650,000 per month to complete ongoing consolidation initiatives, with an initial term through December 31, 2025, and one six-month extension option. There are no related party relationships with the purchaser, and the transaction was negotiated at arm’s length with standard representations, warranties, and indemnification provisions.

Marin Software Inc. (MRIN - $1.5M) - Marin Software Inc. entered into a material definitive agreement to issue and sell one share of Series A Preferred Stock to its CEO and director, Christopher Lien, for $1.00 in cash, with the transaction completed on April 25, 2025. This issuance may affect the company's capital structure and governance due to the rights and preferences associated with the Preferred Share. The detailed terms and conditions of the Preferred Share are disclosed in Item 3.02 and Exhibit 10.1 of the filing.

Motorola Solutions, Inc. (MSI - $68.8B) - Motorola Solutions, Inc. entered into a material definitive agreement establishing a $2.25 billion revolving credit facility maturing in 2030, with an option to extend for up to two additional one-year periods. The agreement includes a financial covenant requiring compliance with a leverage ratio, restrictive covenants limiting liens and sale-leaseback transactions, and customary events of default that could lead to acceleration of loans and termination of commitments. The Company may increase the credit facility to $2.75 billion, subject to no default or event of default occurring and other conditions outlined in the agreement.

Pvh Corp De (PVH - $3.7B) - PVH Corp. entered into a material credit agreement providing a delayed-draw term loan facility with commitments of $450 million, which remains undrawn as of the closing date. The facility, maturing April 3, 2026, is intended for working capital and refinancing of the Company’s 4 5/8% Senior Notes due 2025, with loans bearing interest at base or term SOFR rates plus an initial margin. The agreement includes customary covenants and events of default, including a maximum net leverage ratio and provisions for mandatory prepayment upon certain debt or equity proceeds.

Papaya Growth Opportunity Corp. I - Papaya Growth Opportunity Corp. I entered into a material definitive Business Combination Agreement with Forbes & Manhattan Resources Inc., whereby the SPAC will merge with Merger Sub and become a direct subsidiary of Forbes & Manhattan. Upon the Merger Effective Time, all outstanding Merger Sub common stock will convert into Class A common stock of the surviving SPAC, and SPAC Units will be separated into SPAC Class A shares and public warrants. This transaction will result in the cancellation of certain SPAC Class A shares, excluding those eligible for redemption, fundamentally altering the SPAC’s capital structure.

Pluri Inc. (PLUR - $30.4M) - Pluri Inc. entered into a material amendment with a related party, director Alejandro Weinstein, exchanging 976,139 common shares for additional pre-funded warrants exercisable upon shareholder approval under Nasdaq rules. These pre-funded warrants carry a 19.99% beneficial ownership limitation and include anti-dilution provisions, maintaining the same terms as prior warrants issued to the Investor. The securities involved remain exempt from registration under Section 3(a)(9) of the Securities Act and cannot be sold in the U.S. without proper registration or exemption.

Riot Platforms, Inc. (RIOT - $2.2B) - Riot Platforms, Inc. entered into a secured term loan facility with Coinbase Credit, Inc. for up to $100 million, secured by the Company’s financial assets including bitcoin, USDC, and cash held in custody. The Loan bears a high interest rate of the greater of the federal funds rate or 3.25%, plus a 4.50% margin, with a maturity of 364 days and potential extension subject to lender consent. Failure to meet payment obligations or loan covenants may trigger default interest and require full prepayment, including upon a change of control or collateral value breach.

SeaStar Medical Holding Corp (ICU - $10.5M) - SeaStar Medical Holding Corp entered into a Material Definitive Agreement with Lincoln Park Capital Fund, LLC, under which Lincoln Park committed to purchase up to $15.0 million in common stock over a 36-month period following SEC registration effectiveness. The Company has the right, but not the obligation, to sell shares at a discount of 3% to the lower of recent trading prices, with purchase amounts adjustable based on stock price thresholds and subject to a maximum of $500,000 per Regular Purchase. Proceeds from these sales are expected to be used for working capital and general corporate purposes, providing SeaStar with a flexible capital-raising mechanism while adhering to Nasdaq’s issuance limits.

Texas Roadhouse, Inc. (TXRH - $10.6B) - Texas Roadhouse, Inc. entered into a new five-year, unsecured revolving credit facility of up to $450 million with an option to increase by $250 million, replacing its prior credit agreement. The facility includes financial covenants requiring a minimum fixed charge coverage ratio of 2.00 to 1.00 and a maximum leverage ratio of 3.00 to 1.00, with lenders’ credit extensions contingent on compliance. The credit facility matures in April 2030, and the Company had no outstanding borrowings at the time of execution.

Verb Technology Company, Inc. (VERB - $4.8M) - Verb Technology Company, Inc. entered into a material definitive agreement to sell 5,000 shares of newly designated Non-Convertible, Non-Voting Series D Preferred Stock to Streeterville Capital, LLC for $5 million. The shares carry no voting rights and have a face value of $1,200 per share. Proceeds from the sale will be used for general corporate purposes, indicating an infusion of capital without dilution of voting control.

Verses AI Inc. - Verses AI Inc. entered into a material definitive agreement with Clear Street LLC and other agents to conduct a public offering of 2,750,000 units at US$2.88 per unit, aiming to raise approximately US$7.9 million before expenses. Each unit includes one Class A subordinate voting share and one-half of a warrant exercisable at US$3.6045 per share for 36 months, with additional compensation warrants issued to agents equal to 3.5% of units sold, reduced to 2% for President’s List purchasers. The offering is expected to close on April 25, 2025, subject to customary conditions, and will be governed by customary indemnification and termination provisions under the Agency Agreement.

Westinghouse Air Brake Technologies Corp (WAB - $28.6B) - Westinghouse Air Brake Technologies Corp entered into an Amended and Restated Credit Agreement on April 23, 2025, which refinances and consolidates its existing credit facilities into a revolving credit facility of up to $2.0 billion and a delayed draw term loan facility of $725 million. Approximately $475 million of the new facilities were used to refinance outstanding loans under prior agreements, with the option to increase commitments by up to $1.0 billion subject to conditions. Both facilities are unsecured and mature on April 23, 2030, providing the company with extended liquidity and financial flexibility.

Jaguar Health, Inc. (JAGX - $3.8M) - Jaguar Health, Inc. and its subsidiary Napo Pharmaceuticals entered into a material amendment with Streeterville Capital to extend the maturity date of their secured promissory note from January 19, 2025, to July 20, 2025. The original principal amount of the Note remains $6,220,812.50, and the amendment modifies the terms under the existing Note Purchase Agreement. This extension provides the Company additional time to manage its debt obligations with Streeterville Capital.

M-tron Industries, Inc. (MPTI - $145.1M) - M-tron Industries, Inc. filed an Amendment No. 1 to correct the disclosure in its April 25, 2025 Form 8-K regarding the terms of a Warrant Agreement. The amendment clarifies that five Warrants entitle the holder to purchase one share of common stock at an exercise price of $47.50 per share. No other terms or information from the original filing were amended or updated.

Private Stock Deals 💸

Apollo Infrastructure Co LLC - Apollo Infrastructure Co LLC issued and sold unregistered equity securities totaling approximately $99.47 million across Series I and Series II shares to third-party investors as of April 1, 2025. These sales were conducted under exemptions from registration requirements pursuant to Section 4(a)(2), Regulation D, and/or Regulation S, targeting accredited and non-U.S. investors. The final number of shares sold will be determined on April 25, 2025, indicating potential adjustments to the aggregate consideration.

Carlyle Credit Solutions, Inc. - Carlyle Credit Solutions, Inc. completed an unregistered sale of 343,968 shares of common stock for $6.6 million, increasing total shares outstanding to 77,964,148. This issuance was conducted under exemptions from registration pursuant to Section 4(a)(2) and Regulations D and S of the Securities Act of 1933. Shares were issued based on subscription agreements with investors, with final share counts determined after net asset value calculations within 20 business days post-subscription effective date.

Jefferies Credit Partners BDC Inc. - Jefferies Credit Partners BDC Inc. completed unregistered sales of common stock totaling approximately 2,058,175 shares to third-party investors, raising about $29.9 million based on NAV per share as of March 27 and March 31, 2025. These sales were conducted under exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Regulations D and S. The final number of shares sold was determined on April 23, 2025, confirming the completion of these exempt offerings.

La Rosa Holdings Corp. (LRHC - $4.0M) - La Rosa Holdings Corp. issued 3,297,359 unregistered shares of common stock to CEO Joseph La Rosa on April 21, 2025, as compensation under an amended employment agreement. The issuance relied on a Section 4(a)(2) exemption from Securities Act registration requirements, as it was not a public offering. This equity grant may impact share dilution and executive compensation expense going forward.

New Mountain Private Credit Fund - New Mountain Private Credit Fund completed an unregistered sale of 1,782,759 common shares for approximately $44.5 million at $24.97 per share as part of its continuous private offering. The transaction was conducted under an exemption from registration pursuant to Section 4(a)(2) and Rule 506 of Regulation D. This capital raise strengthens the Company’s financial position without triggering public registration requirements.

Tilray Brands, Inc. (TLRY - $446.2M) - Tilray Brands, Inc. completed private debt-for-equity exchange transactions, issuing 19,034,603 shares of common stock to retire $9.4 million principal amount of its 5.20% Convertible Senior Notes due 2027. The shares were issued without registration under the Securities Act, relying on the exemption in Section 3(a)(9). No commissions or remuneration were paid in connection with these exchanges, indicating a direct swap with existing noteholders.

Shareholder Rights Change 📜

CaliberCos Inc. (CWD - $6.4M) - CaliberCos Inc. reported a material modification to the rights of its security holders as detailed in Item 5.03 of the filing. This change could impact shareholder voting power or dividend rights, potentially affecting investor control or returns. Portfolio managers should review Item 5.03 carefully to understand the specific alterations and their implications.

Audit Firm Swaps 🔄

Banzai International, Inc. (BNZI - $15.1M) - Banzai International, Inc. has dismissed Marcum LLP as its independent registered public accounting firm and engaged Bush & Associates CPA LLC for the fiscal year ending December 31, 2025, effective immediately. Marcum’s prior audit reports included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern, and the Company disclosed material weaknesses in internal controls over financial reporting, constituting a reportable event. There were no disagreements with Marcum on accounting or auditing matters, and Bush & Associates has not been consulted on any relevant issues prior to engagement.

Conduit Pharmaceuticals Inc. (CDT - $5.2M) - Conduit Pharmaceuticals Inc. announced the resignation of Marcum LLP as its independent registered public accounting firm, with CBIZ CPAs P.C. engaged as the new auditor effective April 25, 2025. Marcum’s audit reports for 2023 and 2024 included an explanatory paragraph highlighting substantial doubt about the Company’s ability to continue as a going concern and identified multiple material weaknesses in internal controls, including inadequate segregation of duties, recurring errors, and inconsistent review of related party transactions. There were no disagreements or reportable events beyond these control deficiencies, and CBIZ CPAs had not been previously consulted on accounting matters before their engagement.

Cpi Aerostructures Inc. (CVU - $42.4M) - CPI Aerostructures Inc. announced the resignation of Marcum LLP as its independent registered public accounting firm, effective April 24, 2025, due to Marcum’s asset acquisition by CBIZ CPAs and not due to any disagreement or reportable events. Marcum’s audit report for the fiscal year ended December 31, 2024, was unqualified and contained no adverse opinions or modifications. The Company has engaged CBIZ CPAs as its new independent auditor for the fiscal year ending December 31, 2025, with no prior consultations or disagreements reported between CBIZ CPAs and the Company.

Cvd Equipment Corp (CVV - $20.4M) - CVD Equipment Corporation disclosed that Marcum LLP has resigned as its independent registered public accounting firm following the acquisition of Marcum’s attest business by CBIZ CPAs P.C., which has been engaged as the new auditor with Audit Committee approval. There were no disagreements or reportable events with Marcum related to accounting principles, financial disclosures, or audit scope during the fiscal years ended December 31, 2024 and 2023, and through the resignation date. The Company confirmed that neither it nor CBIZ CPAs P.C. had any prior consultations involving disagreements or reportable events, and Marcum provided a letter agreeing with the disclosures filed with the SEC.

Cyngn Inc. (CYN - $8.3M) - Cyngn Inc. announced the resignation of Marcum LLP as its independent registered accounting firm, effective April 23, 2025, with CBIZ CPAs P.C. engaged immediately as the new auditor for the year ending December 31, 2025. Marcum’s prior audit reports for 2023 and 2024 included an explanatory paragraph highlighting substantial doubt about the Company’s ability to continue as a going concern and identified a material weakness in internal controls over financial reporting related to ineffective oversight of third parties. There were no disagreements or additional reportable events with Marcum, and CBIZ has been authorized to fully inquire about the prior material weakness as part of its audit transition.

IX Acquisition Corp. - IX Acquisition Corp. disclosed the resignation of Marcum LLP as its independent registered public accounting firm due to CBIZ CPAs P.C.’s acquisition of Marcum’s attest business, with no disagreements or reportable events noted during Marcum’s tenure, although Marcum’s audit report included an explanatory paragraph on the going concern uncertainty. The Company’s Audit Committee has appointed CBIZ as the new independent registered public accounting firm effective April 21, 2025. There were no prior consultations or disagreements with CBIZ regarding accounting principles or auditing matters during the past two fiscal years and subsequent period.

LifeMD, Inc. (LFMD - $240.5M) - LifeMD, Inc. announced that Marcum LLP has resigned as its independent registered public accounting firm, and the Company has engaged CBIZ CPAs P.C. as its new auditor effective April 24, 2025. Marcum’s prior audit reports for 2023 and 2024 contained no adverse opinions or qualifications, but identified material weaknesses in internal controls related to IT general controls and business process controls over information produced by the entity. There were no disagreements or reportable events with Marcum during the periods presented, and CBIZ CPAs P.C. has not yet provided any consultation or advice to the Company.

Lucid Diagnostics Inc. (LUCD - $134.6M) - Lucid Diagnostics Inc. disclosed that Marcum LLP resigned as its independent registered public accounting firm on April 23, 2025, due solely to CBIZ CPAs P.C.’s acquisition of Marcum’s attest business, and CBIZ CPAs was engaged as the new auditor with audit committee approval. Marcum’s prior audit reports for fiscal years 2023 and 2024 included an explanatory paragraph regarding the Company’s going concern status but contained no adverse opinion, disagreement, or reportable event. There were no consultations or disputes with CBIZ CPAs before their engagement, and Marcum confirmed its agreement with these disclosures in a letter filed as an exhibit.

Mobiquity Technologies, Inc. - Mobiquity Technologies, Inc. announced the resignation of Assurance Dimensions, LLC as its independent registered public accounting firm due to Assurance’s exit from auditing publicly traded companies, with no disagreements or reportable events noted in their audit reports for fiscal years 2023 and 2024. Assurance’s audit opinions were unqualified and contained no adverse or modified opinions related to accounting principles or audit scope. The Company has engaged Stephano Slack LLC as its new independent auditor for fiscal year 2025, with no prior consultations or disagreements reported between the Company and Stephano Slack.

Nutex Health, Inc. (NUTX - $803.1M) - Marcum LLP resigned as Nutex Health’s independent registered public accounting firm due to its attest business being acquired by CBIZ CPAs P.C., with no adverse opinions or qualifications in prior audit reports. The resignation followed the Audit Committee’s approval and there were no disagreements or reportable events except for identified material weaknesses in internal control over financial reporting related to ineffective IT controls and inadequate segregation of duties. These deficiencies raise concerns about the reliability of the Company’s financial reporting and may require remediation to prevent potential misstatements.

PAVmed Inc. (PAVM - $11.2M) - PAVmed Inc. announced that Marcum LLP resigned as its independent registered public accounting firm on April 23, 2025, due solely to CBIZ CPAs P.C.’s acquisition of Marcum’s attest business, with CBIZ CPAs immediately engaged as the new auditor. Marcum’s audit reports for fiscal years 2023 and 2024 included an explanatory paragraph regarding the Company’s going concern status but contained no adverse opinions, disagreements, or reportable events. There were no consultations or disputes with CBIZ CPAs prior to their engagement, and Marcum has confirmed its agreement with the disclosures in this filing.

Pasithea Therapeutics Corp. (KTTA - $3.9M) - Pasithea Therapeutics Corp. dismissed Marcum LLP as its independent registered public accounting firm on April 23, 2025, and engaged CBIZ CPAs P.C. as its new auditor for the fiscal year ending December 31, 2025. Marcum’s audit reports for 2023 and 2024 included an explanatory paragraph highlighting substantial doubt about the Company’s ability to continue as a going concern, but contained no adverse or qualified opinions. A previously identified material weakness related to the review of the annual income tax provision for 2023 was remediated as of December 31, 2024, with no disagreements or reportable events between the Company and Marcum during the relevant periods.

STRATA Skin Sciences, Inc. (SSKN - $11.2M) - Strata Skin Sciences, Inc. announced the resignation of Marcum LLP as its independent registered public accounting firm, effective April 23, 2025, and the engagement of CBIZ CPAs P.C. as the new auditor for the fiscal year ending December 31, 2025. Marcum’s audit reports for 2023 and 2024 contained no adverse opinions, disagreements, or reportable events except for a previously disclosed material weakness in internal controls related to management review of account reconciliations. There were no consultations or disagreements with CBIZ CPAs P.C. prior to their engagement, and Marcum has provided a letter confirming its agreement with the disclosures in this filing.

USA Rare Earth, Inc. (USAR - $962.1M) - USA Rare Earth, Inc. has dismissed UHY LLP as its independent registered public accounting firm, with UHY’s prior audit reports containing a going concern qualification but no disagreements or reportable events. The Audit Committee has engaged HORNE LLP, which previously audited USARE OpCo before the Business Combination, as the new independent auditor for the fiscal year ending December 31, 2025. This change follows the recent Business Combination and reflects a transition to an auditor familiar with the surviving subsidiary’s financials.

Random Updates 🧩

Agree Realty Corp (ADC - $8.7B) - Agree Realty Corporation completed a forward sale agreement and public offering of up to 5,175,000 shares of common stock at $75.70 per share, with an option for underwriters to purchase an additional 675,000 shares, closing on April 25, 2025. The Company expects to use the net proceeds from the forward sale for general corporate purposes, including property acquisitions, development activities, or repayment of outstanding debt. As of April 16, 2025, the Company had no outstanding balance on its revolving credit facility and $350 million in aggregate notes outstanding under its commercial paper program.

Agriforce Growing Systems LTD (AGRI - $2.2M) - AgriForce Growing Systems reported preliminary, unaudited data indicating a weighted average cost of approximately $41,000 per Bitcoin mined as of March 31, 2025, with significant cost disparities between its Alberta site (~$58,000/BTC) and Ohio site (~$36,000/BTC). The data is based on management estimates and subject to material changes upon completion of financial closing procedures, with no assurance provided by the independent auditor. Investors should exercise caution and not place undue reliance on this preliminary information due to potential operational and maintenance risks impacting costs.

Applied Optoelectronics Inc. (AAOI - $505.0M) - Applied Optoelectronics, Inc. filed a prospectus supplement registering the resale of up to 7,945,399 shares of common stock by a selling stockholder pursuant to warrants issued in March 2025. The Company will not receive any proceeds from these resale transactions. The filing includes a legal opinion confirming the validity of the shares covered by the resale prospectus supplement.

Amcor plc (AMCR - $13.5B) - Amcor plc announced that the European Commission has unconditionally approved the merger agreement with Berry Global Group, Inc., a key regulatory condition for the transaction. The merger, in which Berry will become a wholly-owned subsidiary of Amcor, is expected to close on April 30, 2025, pending satisfaction or waiver of other closing conditions. This regulatory approval removes a significant hurdle, advancing the strategic consolidation of Amcor’s packaging operations.

Bancplus Corp - BancPlus Corporation declared a quarterly cash dividend of $0.50 per share of common stock. The dividend will be paid on June 13, 2025, to shareholders of record as of May 15, 2025. This announcement reflects a continued commitment to returning capital to shareholders.

Berry Global Group Inc. (BERY - $7.8B) - Berry Global Group Inc. and Amcor plc have received unconditional approval from the European Commission for their previously announced merger, expected to close on April 30, 2025, subject to remaining closing conditions. Upon completion, Berry will become a wholly-owned subsidiary of Amcor. This regulatory milestone significantly advances the transaction, removing a key hurdle to closing.

BankFinancial CORP (BFIN - $146.5M) - BankFinancial Corporation declared a cash dividend of $0.10 per common share, payable on May 23, 2025, to stockholders of record as of May 9, 2025. The Board will continue to evaluate future dividends considering all applicable regulatory requirements and relevant factors. No negative events such as impairments, litigation, or non-compliance were disclosed in this filing.

Cero Therapeutics Holdings Inc. (CERO - $3.4M) - Cero Therapeutics Holdings Inc. reported that its common stock closing price rose to $1.11 on April 24, 2025, surpassing the Nasdaq minimum bid price requirement of $1.00. This ended a non-compliance period of 26 consecutive trading days below $1.00, thus removing the imminent risk of delisting due to low bid price. However, the Company cautioned that there remains a risk of future non-compliance if the stock price falls below $1.00 again.

Fti Consulting Inc. (FCN - $5.7B) - FTI Consulting’s Board authorized an additional $400 million for its stock repurchase program, increasing the total authorization to $1.7 billion as of April 21, 2025. The company has repurchased approximately 13.3 million shares at an average price of $85.08, spending about $1.1 billion, with roughly $568.3 million remaining available for future repurchases. The repurchase program has no set end date and may be suspended or discontinued at management’s discretion, with funding potentially coming from cash or borrowings under its credit facility.

Hp Inc. (HPQ - $22.4B) - HP Inc. completed a public offering of $1 billion aggregate principal amount of notes, consisting of 5.400% notes due 2030 and 6.100% notes due 2035, under an amended Indenture. The Notes were issued pursuant to the Company's shelf registration statement and are fully registered under the Securities Act. Legal opinions and consents related to the issuance have been provided by Gibson, Dunn & Crutcher LLP and are included as exhibits to the filing.

InMed Pharmaceuticals Inc. (INM - $3.6M) - InMed Pharmaceuticals Inc. announced the cancellation of its previously scheduled special meeting of shareholders and the related record date, as detailed in an amended notice filed with Canadian securities authorities. This cancellation was executed by Odyssey Trust Company, acting as the Company's agent. The amended notice is furnished for informational purposes only and is not subject to liability under Section 18 of the Exchange Act nor incorporated by reference into other filings.

Incannex Healthcare Inc. (IXHL - $16.3M) - Incannex Healthcare Inc. incorporated the information from Item 3.02 of this Form 8-K by reference into Item 8.01, but no additional details were provided in this filing. There are no negative developments, litigation, or material changes disclosed in this section. Investors should review Item 3.02 directly for any actionable information or updates.

Jewett Cameron Trading Co LTD (JCTC - $12.8M) - Jewett-Cameron Trading Co LTD announced a 20% reduction in staffing as part of its operational efficiency efforts, alongside the integration of new technology including Artificial Intelligence (AI). The Company is expanding its global sourcing by adding Indonesia as a new international manufacturing location to mitigate tariffs and enhance scalability. These organizational changes and process improvements are aimed at strengthening the Company’s operational performance.

Kinder Morgan Inc. (EPPC) - Kinder Morgan Inc. has entered into an underwriting agreement to issue $1.85 billion in senior notes, consisting of $1.1 billion of 5.150% notes due 2030 and $750 million of 5.850% notes due 2035, with proceeds intended for repayment of commercial paper borrowings and refinancing debt maturities. The notes are subject to customary indemnification provisions and are guaranteed under a Cross Guarantee Agreement, with potential acceleration of principal payment upon an event of default including payment or covenant breaches. The underwriting banks have ongoing related party commercial and advisory relationships with Kinder Morgan, receiving customary compensation for their services.

Moleculin Biotech, Inc. (MBRX - $14.8M) - Moleculin Biotech, Inc. was unable to achieve a quorum at its Special Meeting of Stockholders held on April 9 and again on April 25, 2025, resulting in adjournments of the meeting. The Special Meeting has now been rescheduled for May 9, 2025, at the same location to conduct the pending business. This continued failure to secure a quorum may delay important corporate actions and could indicate shareholder disengagement or challenges in governance.

Park National Corp Oh (PRK - $2.3B) - Park National Corp declared a $1.07 per share quarterly cash dividend, payable on June 10, 2025, to shareholders of record as of May 16, 2025. This dividend reflects the Board's ongoing commitment to returning capital to shareholders. There are no indications of negative events or changes impacting the dividend declaration.

Peloton Interactive Inc. (PTON - $2.1B) - The U.S. District Court for the Eastern District of New York granted preliminary approval of the proposed settlement resolving consolidated derivative litigation against Peloton Interactive, including related cases in Delaware courts. This settlement-in-principle was agreed upon by the parties on July 29, 2024, and a motion for preliminary approval was filed on November 15, 2024. The court’s order and related settlement documents are attached as exhibits, signaling progress toward final resolution of these lawsuits.

Prelude Therapeutics Inc (PRLD - $44.1M) - Prelude Therapeutics Inc announced the presentation of new preclinical data for its highly selective IV SMARCA2 degrader and KAT6A degraders at the AACR Annual Meeting. This development highlights progress in their oncology pipeline, potentially enhancing the company's therapeutic prospects. No negative events or risks were disclosed in this filing.

Summit Therapeutics Inc. (SMMT - $18.6B) - Summit Therapeutics Inc. reported that its partner, Akeso, Inc., received approval from the Chinese National Medical Products Administration (NMPA) for ivonescimab for a second indication based on positive Phase III trial results. The interim overall survival analysis showed a hazard ratio of 0.777 at 39% data maturity, indicating a favorable outcome. This regulatory milestone could significantly enhance the commercial potential of ivonescimab in China.

Tonix Pharmaceuticals Holding Corp. (TNXP - $102.9M) - Tonix Pharmaceuticals has terminated the Phase 2 CATALYST study of TNX-1300 for cocaine intoxication due to slower-than-projected enrollment, not because of any safety or efficacy concerns. The Company is actively evaluating new study designs and endpoints to continue development of TNX-1300. This termination may delay the product candidate’s clinical progress and impact timelines for potential commercialization.

Zoom Communications, Inc. (ZM - $21.5B) - Zoom Communications, Inc. has entered into a Stipulation of Settlement to resolve a consolidated stockholder derivative lawsuit without admitting wrongdoing, subject to final court approval. The Company agreed to implement specified corporate governance reforms and to pay plaintiff’s counsel a fee award up to $1.35 million in exchange for dismissal of all derivative claims with prejudice. The Settlement remains subject to risks including potential court disapproval, objections, or additional expenses, which could materially impact Zoom’s financial and operational condition.

iCoreConnect Inc. (ICCT - $4.0M) - iCoreConnect Inc. disclosed that PIGI Solutions, LLC is exercising its right as a secured creditor to conduct a public auction of substantially all of the Company’s personal property, claiming the Company owes $2.43 million, an amount the Company disputes. The Company and its subsidiary have initiated litigation against PIGI alleging fraudulent inducement and that PIGI acted as an unregistered broker-dealer, seeking rescission of the finder’s fee agreement and injunctive relief to prevent the auction, but their emergency motion for a temporary restraining order was denied. Settlement discussions are ongoing, with PIGI confirming the Company can satisfy the claimed amounts to stop the auction before May 10, 2025, but the outcome remains uncertain.

Earnings Drops 🧮

Eagle Financial Services Inc. (EFSI - $167.5M) - Eagle Financial Services Inc. announced its results of operations for the quarter ended March 31, 2025, via a press release dated April 25, 2025. The detailed financial results are included as Exhibit 99.1 to the Form 8-K filing. No mention of negative events such as impairment, litigation, or non-compliance was disclosed in this item.

First Capital Inc. (FCAP - $136.2M) - First Capital Inc. (FCAP) issued a press release on April 25, 2025, disclosing its results of operations and financial condition. The detailed financial information is provided in Exhibit 99.1 attached to the filing. There are no indications of non-compliance, impairment, or other negative events disclosed in this item.

Fti Consulting Inc. (FCN - $5.7B) - FTI Consulting, Inc. has furnished a Presentation containing its past and present financial results and operating data as Exhibit 99.1. This Presentation is also publicly available on the company’s website, providing updated information for investors and analysts. There are no indications of non-compliance, impairment, or other negative developments in this filing.

Federal Home Loan Bank of San Francisco - The Federal Home Loan Bank of San Francisco announced its operating results for the first quarter of 2025 and declared a cash dividend on its capital stock for the same period. The news release detailing these results is included as Exhibit 99.1 and is furnished under Item 2.02 but is not deemed filed for purposes of Section 18 of the Exchange Act. This information is not subject to liability under the Exchange Act and will not be incorporated by reference in future filings unless specifically stated.

Provident Bancorp, Inc. /MD/ (PVBC - $193.9M) - Provident Bancorp, Inc. announced its earnings for the quarter ended March 31, 2025, via a press release attached as Exhibit 99.1. The information is furnished but not filed, limiting legal liability under Section 18 of the Securities Exchange Act. No mention of negative events or non-compliance was disclosed in this earnings announcement.

Charter Tweaks ✏️

Cyclacel Pharmaceuticals, Inc. (CYCC - $43.8M) - Cyclacel Pharmaceuticals, Inc. has amended its Certificate of Incorporation to increase the number of authorized common shares from 250 million to 600 million, enabling potential future equity issuances without changing current outstanding shares. The Company also removed the Series E Convertible Preferred Stock ownership limitation that previously capped conversion and voting rights at 4.99%, allowing holders to convert and vote without restriction. These changes could lead to significant dilution and increased voting power for Series E holders, impacting shareholder control dynamics.

Dominos Pizza Inc. (DPZ - $16.1B) - Domino’s Pizza, Inc. shareholders approved amendments to the Second Restated Certificate of Incorporation eliminating supermajority voting provisions and establishing a new shareholder right to call special meetings. The amendments also removed a historical exclusion of Bain Capital, LLC as an “interested stockholder,” reflecting its status as no longer relevant. Concurrently, the Board approved bylaw changes aligning with these amendments, removing supermajority vote requirements for bylaw amendments and enabling shareholder special meetings, effective April 23, 2025.

Morgan Stanley Direct Lending Fund (MSDL - $1.7B) - Morgan Stanley Direct Lending Fund’s board approved the Second Amended and Restated Bylaws effective April 23, 2025, which remove Section 2.13 (Ratification) and Section 3.14 (Interested Directors). These changes may impact governance related to director conflicts of interest and approval processes. The updated bylaws are attached as Exhibit 3.1 and incorporated by reference.

Revvity Inc. (RVTY - $10.8B) - Revvity Inc. has amended its Articles of Organization to implement a majority voting standard for specified corporate actions, effective April 23, 2025. The Company also filed articles of correction to address a missing page in the original amendment filing with the Secretary of the Commonwealth of Massachusetts. Additionally, the board approved an amendment and restatement of the bylaws to incorporate the majority voting standard, effective April 24, 2025.

Tevogen Bio Holdings Inc. (TVGN - $171.4M) - Tevogen Bio Holdings Inc. amended its Bylaws to change the procedure for deciding on a director’s resignation if they fail to receive a majority vote in an uncontested election. This amendment clarifies the Board’s authority and process regarding such director resignations. The full text of the updated Bylaws is attached as Exhibit 3.1 to the filing.

Reg FD Buzz 🗞️

Azz Inc. (AZZ - $2.3B) - AZZ Inc. has furnished new presentation materials intended for use with investors and other stakeholders starting April 25, 2025, which are incorporated by reference in this Item 7.01. The materials provide summary information and are not filed or subject to liability under Section 18 of the Securities Exchange Act, nor will they be incorporated by reference into future registration statements. The Company disclaims any obligation to update these materials to reflect future strategic developments or sustainability initiatives.

Bank First Corp (BFC - $1.1B) - Bank First Corporation declared a special cash dividend of $3.50 per share payable on May 16, 2025, to shareholders of record as of May 9, 2025. This dividend reflects a significant capital return to shareholders, indicating strong liquidity and confidence by the Board. The disclosure is furnished under Regulation FD and is not subject to liability under Section 18 of the Exchange Act, nor incorporated by reference into other filings.

Bannix Acquisition Corp. - Bannix Acquisition Corp. disclosed an investor presentation for its wholly owned subsidiary, VisionWave Holdings Inc., available on its website and intended for future investor communications. The Company disclaims any obligation to update or publicly release changes to forward-looking statements contained in the presentation, which is incorporated by reference but not deemed filed or subject to liability under the Exchange Act. Investors are advised to monitor the Company’s website for material disclosures, as the presentation will not be incorporated by reference into SEC filings, limiting legal accountability for its content.

Beeline Holdings, Inc. (BLNE - $9.5M) - Beeline Holdings, Inc. issued a press release on April 24, 2025, providing certain business and industry updates. The disclosure is furnished as Exhibit 99.1 to the Form 8-K but is explicitly not filed or subject to liabilities under Section 18 of the Exchange Act. This information is not incorporated by reference into any other Company filings, limiting its regulatory impact.

Blackstone Private Credit Fund - Blackstone Private Credit Fund’s portfolio remains strong and defensive, with 97% senior secured debt and low non-accruals of 0.3%, well below industry peers, supported by investments in historically lower-default sectors. Despite tariff-related complexities, direct exposure is limited to a small group of companies, 98% of which are senior secured with above-average EBITDA, and the fund holds over $11 billion in available liquidity to capitalize on market opportunities. BCRED maintains its position as the highest rated non-traded BDC by Moody’s and S&P, leveraging proprietary data and a value creation program that has generated $5 billion in portfolio company value, positioning it to preserve capital amid evolving private credit market conditions.

Digital Ally Inc. (DGLY - $2.1M) - Digital Ally Inc. disclosed that it received a Notice under Nasdaq Listing Rule 5810(b), which typically relates to non-compliance with listing standards. The Company issued a press release to inform the market but clarified that this disclosure is being furnished and not filed, limiting its legal liability under the Securities Exchange Act. No further details on the nature of the non-compliance or corrective actions were provided in this filing.

Kennedy-Wilson Holdings, Inc. (KW - $876.4M) - Kennedy-Wilson Holdings, Inc. disclosed that its wholly-owned subsidiary, Kennedy Wilson Europe Real Estate Limited, posted its audited consolidated IFRS financial statements for the year ended December 31, 2024, on the Company’s website. This disclosure was made in compliance with covenants related to its unsecured bonds. The information is furnished under Regulation FD and is not filed or subject to liabilities under Section 18 of the Exchange Act.

Oneok Inc. New (OKE - $51.1B) - Oneok Inc. declared a quarterly dividend of $1.03 per share, consistent with the prior quarter, resulting in an annualized dividend of $4.12 per share. The dividend will be paid on May 15, 2025, to shareholders of record as of May 5, 2025. There are no indications of changes or negative developments related to the dividend or company financials in this filing.

SRx Health Solutions, Inc. (BTTR - $4.9M) - SRx Health Solutions, Inc. announced a Spin-Out Distribution where stockholders of record on April 23, 2025, will receive one share of Class A Common Stock of Halo Spin-Out SPV Inc. for every share of the Company’s common stock held. Halo SPV owns 17% of Halo, Purely for Pets, Inc., a subsidiary of SRx Health Solutions. The distribution will be payable on April 25, 2025, effectively separating part of the Company’s interest in Halo through this spin-out.

Wheels Up Experience Inc. (UP - $545.1M) - Wheels Up Experience Inc. disclosed a press release related to a Notice concerning its non-compliance with NYSE listing standard Section 802.01C. The Company is pursuing options, including a potential Reverse Stock Split, to cure this non-compliance and maintain its listing status but acknowledges uncertainty in achieving timely stockholder approval or success of these measures. The filing contains forward-looking statements subject to risks and uncertainties that could materially impact the Company’s business, financial condition, and stock price.

Financial Attachments 📎

Alzamend Neuro, Inc. (ALZN - $4.5M) - The filing under Item 9.01 for Alzamend Neuro, Inc. includes exhibits related to the company's financial statements formatted in Inline XBRL, specifically the cover page and interactive data file. There is no indication of any non-compliance, impairment, or other negative events disclosed in this filing. This submission appears to be a routine update of financial reporting formats without any actionable concerns.

Bridgewater Bancshares Inc (BWB - $347.0M) - The Item 9.01 filing for Bridgewater Bancshares Inc (BWB) contains only the Exhibit 104 Cover Page Interactive Data File embedded within the Inline XBRL document. There are no disclosures of financial restatements, impairments, or other material events in this filing. This submission appears to be a routine technical filing without any actionable or negative information.

Deluxe Corp (DLX - $635.9M) - Deluxe Corp filed an Item 9.01 report providing XBRL financial statements and exhibits, including the Inline XBRL instance document and related taxonomy extension files. There are no disclosures of non-compliance, impairment, or litigation in this filing. The exhibits primarily support enhanced financial data transparency and do not indicate any adverse events or changes.

Kontoor Brands, Inc. (KTB - $3.2B) - The Item 9.01 filing for Kontoor Brands, Inc. contains only an exhibit related to the cover page interactive data file. There are no disclosures of non-compliance, impairment, or other material events in this filing. No financial statements or significant exhibits impacting the company’s financial condition or operations were included.

TechnipFMC plc (FTI - $10.4B) - TechnipFMC plc filed a Form of Performance Stock Unit Agreement under its 2022 Incentive Award Plan (Value Creation Plan) as an exhibit to the 8-K. This exhibit relates to a compensatory plan intended to align management incentives with company performance. No negative events such as non-compliance or litigation were disclosed in this filing.

West Bancorporation Inc. (WTBA - $319.7M) - The filing under Item 9.01 for West Bancorporation Inc. (WTBA) contains only the Cover Page Interactive Data File embedded within the Inline XBRL document. There are no disclosures of financial statements, material events, or negative developments in this filing. This submission appears to be a routine technical filing with no actionable financial or operational information.

Bally's Corp (BALY - $805.1M) - Bally's Corp filed audited consolidated financial statements for The Queen Casino & Entertainment, Inc. for the years ended December 31, 2024 and 2023, attached as Exhibit 99.1. The filing also includes unaudited pro forma financial information combining Bally’s and Queen as of December 31, 2024, attached as Exhibit 99.2. There are no indications of impairment, non-compliance, or other negative issues in the financial disclosures.

Shareholder Votes 🗳️

Aptiv PLC (APTV - $11.7B) - Aptiv PLC’s shareholders re-elected all nominated directors for one-year terms, with Kevin P. Clark receiving notable opposition of over 11 million votes against. The shareholders approved the re-appointment of Ernst & Young LLP as the independent auditors, with approximately 7.9 million votes against the proposal. Additionally, the advisory vote on executive compensation passed, though it faced significant dissent with over 18.7 million votes against the compensation plan.

Bio-rad Laboratories Inc. (BIO - $6.6B) - At Bio-Rad Laboratories Inc.'s Annual Meeting on April 22, 2025, all nominated directors were elected with a majority of votes cast in their respective classes of Common Stock. The stockholders also ratified the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025. There were no indications of non-compliance or litigation matters raised in the voting results.

Black Hills Corp Sd (BKH - $4.3B) - Black Hills Corp Sd shareholders elected three Class I directors for three-year terms and one Class II director for a one-year term, with Robert F. Beard, Kathleen S. McAllister, Robert P. Otto, and Anne G. Waleski receiving majority support. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025 was ratified by shareholders. Additionally, shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

Brixmor Operating Partnership LP - At the April 23, 2025 annual meeting, Brixmor Operating Partnership LP’s stockholders elected nine directors to serve until the 2026 annual meeting, with all nominees receiving strong majority support. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025. Additionally, a non-binding advisory vote approved executive compensation, though with a notable minority opposition of over 8.6 million votes against.

Capital City Bank Group Inc. (CCBG - $606.5M) - At the 2025 Annual Meeting, all incumbent directors of Capital City Bank Group Inc. were re-elected for terms expiring in 2026, with varying levels of opposition votes but no new nominees. Shareowners ratified the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year, with overwhelming support. There were no indications of litigation, non-compliance, or other negative governance issues raised in the voting results.

Citizens Financial Group Inc. Ri (CFG - $15.1B) - At Citizens Financial Group’s 2025 Annual Meeting, all director nominees were elected for one-year terms, with notable opposition votes against William P. Hankowsky (29.4 million) and Edward J. Kelly III (25.3 million). The stockholders approved the advisory vote on executive compensation, though with a significant minority (155.3 million votes) against. The appointment of Deloitte & Touche LLP as the independent public accounting firm for 2025 was ratified, despite 27.3 million votes opposed.

Edison International (EIX - $21.5B) - At Edison International's 2025 Annual Meeting, shareholders elected all eleven director nominees with strong majority support, including key executives such as Pedro J. Pizarro and Jeanne Beliveau-Dunn. The proposal to ratify PricewaterhouseCoopers LLP as the independent auditor and the advisory vote to approve executive compensation were both approved by majorities of votes cast. Additionally, shareholders approved an amendment to the 2007 Performance Incentive Plan, while a shareholder proposal on severance pay arrangements failed to receive sufficient support.

Herbalife LTD (HLF - $656.7M) - At Herbalife Ltd.’s 2025 annual general meeting, all eleven board nominees were elected by a majority vote to serve until 2026. The advisory resolution to approve the compensation of the named executive officers was approved, though with a relatively close vote margin. Additionally, shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025.

Information Services Group Inc. (III - $171.3M) - At the 2025 Annual Meeting, stockholders elected Michael P. Connors and Christine Putur as directors to serve through 2028. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025 was ratified by a substantial majority. Additionally, stockholders approved amendments increasing the share availability under both the 2007 Equity and Incentive Award Plan by 4.4 million shares and the 2007 Employee Stock Purchase Plan by 1.2 million shares.

Kforce Inc. (KFRC - $830.4M) - At Kforce Inc.'s Annual Meeting on April 23, 2025, shareholders elected three Class I directors to serve until 2028 with strong support, each receiving over 15.5 million votes for. The appointment of Deloitte and Touche LLP as independent registered public accountants for 2025 was ratified with over 17.2 million votes in favor. However, the advisory vote on executive compensation and approval of the 2025 Stock Incentive Plan received notable opposition, with 578,767 and 1,033,149 votes against, respectively, indicating some shareholder discontent with these proposals.

Public Service Enterprise Group Inc. (PEG - $40.0B) - At Public Service Enterprise Group Inc.'s Annual Meeting on April 22, 2025, all management’s nominees were elected to the Board of Directors, and the advisory vote on executive compensation was approved. However, proposed amendments to eliminate supermajority voting requirements for certain business combinations, director removal without cause, and by-law amendments did not receive the required 80% affirmative vote and were not approved. Additionally, the appointment of Deloitte & Touche LLP as the company’s independent auditor was ratified.

Silicon Laboratories Inc. (SLAB - $2.9B) - At Silicon Laboratories Inc.’s Annual Meeting on April 24, 2025, all Class III directors were elected with strong shareholder support, including William G. Bock, Christy Wyatt, and Sherri Luther. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 was ratified overwhelmingly. Shareholders also approved key corporate governance amendments, including limiting officer liability and miscellaneous changes to the Certificate of Incorporation, despite some opposition.

Synovus Financial Corp (SNV - $5.6B) - At Synovus Financial Corp’s 2025 Annual Meeting, all 11 director nominees were elected by majority vote, with Diana M. Murphy receiving the highest opposition at over 12 million votes against. The shareholders approved the advisory vote on executive compensation as determined by the Compensation and Human Capital Committee. Additionally, the appointment of KPMG LLP as the Company’s independent auditor for fiscal year 2025 was ratified despite over 2.3 million votes against.

Verona Pharma plc (VRNA - $5.1B) - At Verona Pharma plc’s 2025 Annual General Meeting, all proposed resolutions were approved, including the re-election of directors Kenneth Cunningham, Vikas Sinha, and James Brady, with strong majority votes. The U.K. statutory annual accounts and Directors’ report for 2024 were adopted, and Ernst & Young LLP was re-appointed as auditors. Notably, the non-binding advisory resolution on the Directors’ Remuneration Report received significant opposition, with over 163 million votes against, signaling potential shareholder dissatisfaction with executive compensation.

Delistings ⚠️

AEON Biopharma, Inc. (AEON - $4.2M) - AEON Biopharma, Inc. received a notice of non-compliance from NYSE American for failing to meet continued listing standards under Sections 1003(a)(i), (ii), and (iii) and submitted a plan to regain compliance by August 3, 2026, which was formally accepted by NYSE American. The Company will undergo periodic reviews during the Plan Period to assess progress, and failure to regain compliance or demonstrate sufficient progress may result in delisting proceedings. Despite this, AEON’s Class A common stock will continue trading on NYSE American under the symbol “AEON” with no immediate impact on its listing or SEC reporting obligations.

Alx Oncology Holdings Inc. (ALXO - $30.2M) - ALX Oncology Holdings Inc. received a notice of non-compliance from Nasdaq for failing to meet the minimum bid price requirement for 30 consecutive business days, triggering a 180-day compliance period ending October 20, 2025, to regain compliance. If the Company does not meet the minimum bid price during this period, it may seek a second 180-day compliance period by transferring to the Nasdaq Capital Market, but there is no assurance this option or continued listing will be granted. The Company is considering actions such as a reverse stock split to regain compliance but warns that it may ultimately face delisting if it cannot meet Nasdaq’s listing standards.

Aureus Greenway Holdings Inc (AGH - $8.3M) - Aureus Greenway Holdings Inc. received a notice of non-compliance from Nasdaq for failing to meet minimum requirements related to stockholders’ equity, market value of listed securities, and net income from continuing operations, triggering a 180-day compliance period ending October 20, 2025. The Company must achieve a market value of listed securities of at least $35 million for ten consecutive business days within this period to avoid potential delisting from the Nasdaq Capital Market. There is no immediate delisting, but failure to regain compliance could result in the Company’s securities being delisted, posing significant risks to shareholders.

Citius Oncology Inc. (CTOR - $44.4M) - Citius Oncology Inc. received a notice of non-compliance from Nasdaq due to its common stock closing below the $1.00 minimum bid price for 30 consecutive business days, triggering a 180-day compliance period ending October 20, 2025. If the Company fails to regain compliance by that date, it may seek an additional 180-day extension by meeting other listing standards and potentially executing a reverse stock split. Failure to cure the deficiency could result in delisting, though the Company may appeal such a decision to a Nasdaq hearings panel.

Invivyd, Inc. (IVVD - $67.3M) - Invivyd, Inc. received a deficiency letter from Nasdaq notifying that its common stock has closed below the $1.00 minimum bid price required for continued listing on The Nasdaq Global Market for 30 consecutive business days. The Company has until October 20, 2025, to regain compliance by maintaining a closing bid price of at least $1.00 for ten consecutive business days, or it may face delisting or transfer to The Nasdaq Capital Market with a possible additional compliance period. If the Company fails to cure the deficiency within the allotted time, Nasdaq may initiate delisting proceedings, and although an appeal is possible, there is no assurance the appeal would be successful.

Nixxy, Inc. (NIXX - $26.5M) - Nixxy, Inc. received a notice of non-compliance from Nasdaq for failing to adopt and disclose a required compensation recovery policy under Listing Rule 5608(b). The Company implemented the policy effective January 1, 2025, and filed an amended Form 10-K on April 21, 2025, to regain compliance. As a result, the delisting risk has been mitigated and the matter is considered closed.

Vor Biopharma Inc. (VOR - $87.6M) - Vor Biopharma Inc. received a notice of non-compliance from Nasdaq due to its common stock trading below $1.00 per share for 30 consecutive business days, violating Listing Rule 5450(a)(1). The Company has 180 days until October 20, 2025, to regain compliance by maintaining a minimum bid price of $1.00 or more for ten consecutive business days, or it may transfer to The Nasdaq Capital Market for an additional 180-day compliance period. Failure to regain compliance or transfer could result in delisting, with limited assurance that an appeal would be successful.

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