Friday Furnace - 05-02-2025

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📊 Detailed Summaries 📊

Audit Issues 🔍

Abvc Biopharma Inc. (ABVC - $15.4M) - ABVC BioPharma Inc. announced that its previously issued financial statements for the fiscal year ended December 31, 2023, should no longer be relied upon due to errors and misstatements. These issues were corrected and audited by Simon & Edward LLP and included in the Annual Report on Form 10-K filed on April 15, 2025. Management concluded that a separate amendment to the 2023 Annual Report is not required since the corrections were fully addressed in the 2024 Form 10-K.

Debt Triggered 💣

reAlpha Tech Corp. (AIRE - $30.0M) - reAlpha Tech Corp. received a Redemption Notice from Streeterville Capital, LLC requiring a Redemption Payment of $545,000 on May 1, 2025, of which $450,000 was paid in cash on May 2, 2025, with the remaining $95,000 due on May 5, 2025. This payment reduces the outstanding principal balance of the secured promissory note from $5,455,000 to approximately $4,665,105. Future Redemption Payments in cash after five such payments will incur a 9% redemption premium, increasing the Company's cash obligations under this note.

Acquisitions and Dispositions 🏗️

Arowana Media Holdings, Inc. - Arowana Media Holdings, Inc. completed the acquisition of M Love Vintage Holdings Inc. on May 1, 2025, resulting in full ownership of the company. This transaction expands Arowana’s asset base and operational control. There are no indications of litigation or impairment related to this acquisition disclosed in the filing.

Leet Technology Inc. - Leet Technology Inc. completed an acquisition or disposition of assets as referenced in Item 1.01 of the filing. No details of non-compliance, litigation, or other adverse events are disclosed in this section. The transaction's specifics and implications should be reviewed in Item 1.01 for further actionable insights.

NOW Corp I - NOW Corp I completed the acquisition of M Love Vintage Holdings Inc. on May 1, 2025, resulting in full ownership of the company. This transaction expands NOW Corp I’s asset base and operational scope. There are no indications of litigation or impairment related to this acquisition disclosed in the filing.

Eton Pharmaceuticals, Inc. (ETON - $424.3M) - Eton Pharmaceuticals withdrew its waiver request from the SEC to delay filing the required audited financial statements and unaudited pro forma financial information for its acquisition of the Increlex product. The Company is now preparing the Financial Statements and estimates filing them in the third quarter of 2025, though delays remain possible. This delay reflects challenges related to the unique accounting treatment of the transaction and represents a continued compliance issue with SEC reporting requirements.

Executive Changes 👋

Agilent Technologies Inc. (A - $31.0B) - Henrick Ancher-Jensen, Senior Vice President and Agilent President of Order Fulfillment and Supply Chain, has resigned effective June 1, 2025. This departure may impact Agilent’s leadership in supply chain operations during the transition period. The Company will need to identify a successor to maintain continuity in this critical role.

American Axle Manufacturing Holdings Inc. (AXL - $441.4M) - American Axle & Manufacturing Holdings, Inc. announced that its stockholders approved the Amended and Restated 2018 Omnibus Incentive Plan at the 2025 annual meeting. The Plan, initially approved by the board on March 18, 2025, is designed to provide incentive compensation to certain officers and employees. This approval enables the company to continue granting equity and other awards under the updated Plan, potentially impacting executive compensation and shareholder dilution.

Asset Entities Inc. (ASST - $8.6M) - The Compensation Committee of Asset Entities Inc. approved annual cash bonuses for 2025 for key executives, including CEO Arshia Sarkhani, CFO Matthew Krueger, and Executive Chairman Michael Gaubert, each receiving $75,000. Executive Vice-Chairman Kyle Fairbanks was awarded a $25,000 cash bonus. These bonuses are part of their compensatory arrangements under existing employment or consulting agreements.

CIMG Inc. (IMG - $17.5M) - CIMG Inc. appointed Mr. Xiaocheng Hao as Chief Operating Officer effective April 30, 2025, while he continues as CEO of Shanghai Huomao, a company recently acquired by CIMG. Mr. Hao’s employment agreement includes an annual base salary of $40,000, discretionary cash bonuses, and eligibility for a share incentive plan, with no related party transactions disclosed. This appointment aligns with the Business Cooperation Intent Agreement tied to the Shanghai Huomao acquisition and involves no family relationships with current directors or officers.

Core Scientific, Inc./tx (CORZ - $2.5B) - Core Scientific, Inc. announced an increase in the annual base salary of Adam Sullivan, its President and CEO, to $825,000 for 2025. This adjustment was approved by the Compensation Committee in consultation with its compensation consultant, Compensia, Inc. The salary increase reflects recognition of Mr. Sullivan's contributions and aims to align his compensation more competitively within the Company's peer group.

Dexcom Inc. (DXCM - $32.7B) - Karen Dahut resigned from Dexcom Inc.'s Board of Directors and all committees effective May 8, 2025. The resignation was explicitly stated to be not due to any disagreement with the Company or its management. This departure does not indicate any operational or governance issues at Dexcom.

Dih Holding Us Inc. (DHAI - $8.1M) - Kenneth E. Ludlum resigned from the Board of Directors of DIH Holding US, Inc. effective April 30, 2025. His resignation was explicitly stated to be not due to any disagreement with the Company’s operations, policies, or practices. The Board has not yet determined how or when to fill the resulting vacancy.

Enterprise Products Partners L P (EPD - $66.0B) - Brent B. Secrest resigned as Executive Vice President and Chief Commercial Officer of Enterprise Products Holdings LLC, effective May 1, 2025. In connection with his departure, Enterprise Products Company agreed to pay Mr. Secrest a Separation Payment totaling $16.5 million in two installments, contingent upon his compliance with restrictive covenants prohibiting employment with competitors in the oil and gas industry for 12 months. Mr. Secrest also agreed to non-disclosure of confidential information, a non-solicitation clause for employees, and to waive certain claims against the company.

Equity Lifestyle Properties Inc. (ELS - $12.1B) - Equity LifeStyle Properties, Inc. appointed Marguerite Nader as Vice Chairman of the Board while she continues as CEO, and promoted Patrick Waite to President, effective immediately. Mr. Waite retains his role as Chief Operating Officer and has extensive industry experience, including prior leadership roles at related manufactured housing companies. No new compensation arrangements were made with Mr. Waite, and there are no related party transactions or family relationships disclosed.

Expeditors International Of Washington Inc. (EXPD - $15.5B) - Expeditors International of Washington, Inc. entered into an employment agreement with CEO Daniel R. Wall effective April 1, 2025, establishing an annual base salary of $100,000 with eligibility for incentive-based compensation. The agreement includes severance benefits upon termination without cause, contingent on a release of claims or resignation, and imposes a six-month non-compete and 12-month non-solicitation restriction. There are no related party transactions or family relationships requiring disclosure under Item 404(a) of Regulation S-K.

FiscalNote Holdings, Inc. (NOTE - $98.2M) - General Stanley A. McChrystal has resigned from the Board of FiscalNote Holdings, effective May 29, 2025, to focus on other professional commitments. His departure is not due to any disagreement with the Company’s operations, policies, or practices. Following his resignation, the Board will be reduced to eight members, aligning with the Company’s recent divestitures of non-core businesses.

Forian Inc. (FORA - $61.5M) - Edward Spaniel, Jr., Executive Vice President, General Counsel, and Corporate Secretary of Forian Inc., has resigned from all his positions effective May 23, 2025. His departure is explicitly stated to be not due to any disagreement with the Company regarding its operations, policies, or practices. This leadership change may impact the Company’s legal and corporate governance functions going forward.

Henry Schein Inc. (HSIC - $8.0B) - Henry Schein Inc. appointed Max Lin, a partner at KKR, to its Board of Directors, increasing the Board size to 15 members, with Mr. Lin designated as an independent director. Mr. Lin will serve as Vice Chair of the Nominating and Governance Committee and as a member of the Strategic Advisory Committee, receiving standard cash compensation payable to KKR but no equity compensation. His appointment was contingent on and completed following regulatory approvals under the Hart-Scott-Rodino Act and foreign laws, with no related party transactions or conflicts reported.

Huntsman CORP (HUN - $2.3B) - Huntsman Corporation’s stockholders approved the 2025 Stock Incentive Plan at the April 30, 2025 Annual Meeting, reserving 4,650,000 shares of common stock for issuance under the plan. This plan is intended to provide stock-based compensation to certain officers and employees, potentially impacting dilution and executive incentives. The full terms of the plan are detailed in the Proxy Statement filed on March 17, 2025, and the plan document filed as Exhibit 10.1 to this 8-K.

Hyperscale Data, Inc. (GPUS - $2.6M) - Hyperscale Data, Inc. announced base salary increases for key executives effective May 1, 2025, with CEO William B. Horne’s salary raised to $500,000 and President Henry C.W. Nisser’s salary increased to $400,000. These adjustments were approved by the Compensation Committee of the Board of Directors. The salary hikes reflect the company’s commitment to retaining its top leadership amid ongoing business developments.

IR-Med, Inc. - IR-Med, Inc. appointed Mr. Yechiel Even as an independent Class I director and audit committee member, effective April 29, 2025, filling an existing Board vacancy. Mr. Even brings over 35 years of experience in economic consulting, strategic advisory, and investment banking, with no related party transactions or conflicts requiring disclosure. The Company will compensate Mr. Even on par with other non-executive directors and expects to enter into a standard indemnification agreement with him.

Kinetik Holdings Inc. (KNTK - $2.6B) - Kinetik Holdings Inc. announced that Anne Psencik, its Chief Strategy Officer, has resigned effective June 30, 2025, due to her intent to retire. This departure may impact the Company’s strategic initiatives given her key role. The Company will need to address the leadership gap and consider succession planning promptly.

Levi Strauss Co (LEVI - $6.4B) - Levi Strauss & Co. announced that Lisa Stirling, the Global Controller and Principal Accounting Officer, will transition to Vice President, U.S. and Canada Finance, with an executive search firm engaged to find her replacement. Ms. Stirling will continue in her current role until a successor is appointed to ensure a smooth transition. The Company confirmed this change is not due to any disagreements regarding accounting principles, financial disclosures, or policies.

Loews Corp (L - $17.9B) - Anthony Welters has resigned from Loews Corporation’s Board of Directors effective May 1, 2025, and will not stand for re-election at the 2025 Annual Meeting. The Board size will be reduced from eleven to ten directors as a result of his departure. This change may impact Board dynamics and governance going forward.

Luxurban Hotels Inc. - Dan Shapiro has resigned from LuxUrban Hotels Inc.’s Board of Directors, effective immediately, with no stated disagreements or conflicts related to the Company’s operations or management. This departure reduces the current Board membership and may prompt the Company to seek a replacement to maintain governance strength. There are no indications of litigation, non-compliance, or other negative issues connected to this resignation.

Li-Cycle Holdings Corp. - Li-Cycle Holdings Corp. announced the resignation of Mr. Ajay Kochhar as CEO and director effective April 30 and May 15, 2025, respectively, with no disagreement cited regarding company operations. The Company entered into a mutual separation agreement with Mr. Kochhar, including severance payments and a consulting role through July 31, 2025, to assist with the sale of the Company’s business and assets. Additionally, the Company contracted Maplebriar Holdings Inc., a related party owned by Mr. Kochhar’s family trust, to provide restructuring and sale advisory services with fees contingent on restructuring outcomes and subject to court approval in insolvency proceedings.

Matrix Service Co (MTRX - $344.1M) - Matrix Service Company has promoted Shawn P. Payne to the newly created role of President Engineering & Construction, effective May 5, 2025, with oversight of operating subsidiaries and client services. Chief Operating Officer Alan R. Updyke and President of Matrix PDM Engineering Glyn A. Rodgers will no longer be employed by the Company as of April 30, 2025, with their departures not related to any dispute or disagreement. Both executives have been offered severance packages including 1.5X base salary, continued vesting of equity awards subject to performance, and 12 months of COBRA coverage.

Matinas BioPharma Holdings, Inc. (MTNB - $3.4M) - Matinas BioPharma Holdings, Inc. amended the employment agreements of Jerome D. Jabbour and Keith Kucinski to include cash retention bonuses triggered by a change in control of the Company on or before March 31, 2026. The bonuses will be the greater of each executive’s target annual bonus for the fiscal year of the change in control or fixed amounts of $299,000 for Jabbour and $166,400 for Kucinski, contingent on continued employment through the change in control date. These amendments potentially increase executive compensation obligations and align incentives to retain key officers during a potential corporate transaction.

Mativ Holdings, Inc. (MATV - $249.7M) - At the 2025 Annual Meeting, Mativ Holdings, Inc. stockholders approved Amendment No. 1 to the 2024 Equity and Incentive Plan, increasing the maximum shares authorized for issuance by 2,300,000. Following this amendment, the total number of shares authorized for grants under the 2024 Plan is now 5,100,000 shares. This expansion allows the Company to issue additional equity incentives, potentially impacting dilution and compensation expense going forward.

NEWMONT Corp /DE/ (NEM - $58.1B) - Newmont Corporation promoted Natascha Viljoen to President and Chief Operating Officer effective May 1, 2025, recognizing her strong leadership since joining as COO in 2023. Her compensation includes a $1,000,000 base salary, a short-term incentive target of 115% of base salary, and long-term equity awards totaling $3.85 million in PSUs and RSUs, plus a one-time RSU grant of $635,000. There are no related party transactions or special arrangements associated with her appointment, and she reports directly to CEO Tom Palmer.

Oragenics Inc. (OGEN - $4.2M) - Oragenics Inc. disclosed that its shareholders authorized the Board to implement a reverse stock split of common shares at a ratio between 1-for-5 and 1-for-50 within one year. This action is intended to be determined at the Board’s discretion and will be publicly announced once decided. Additionally, contingent on the reverse stock split, shareholders approved an amendment to the 2021 Equity Incentive Plan to increase the number of shares available for awards back up to 3,166,667 shares.

Paccar Inc. (PCAR - $47.5B) - Paccar Inc. approved Long Term Performance Cash Awards totaling $5.18 million for CEO R. P. Feight, bringing his total 2022-2024 compensation to $17.36 million. The CEO pay ratio disclosed is 189 to 1, with the median employee compensation at $91,985 for 2024. This significant pay disparity may attract scrutiny from investors and proxy advisors concerned with executive compensation practices.

Photronics Inc. (PLAB - $1.2B) - Photronics Inc. has entered into a new Employment Agreement with Eric Rivera, its Executive Vice President and CFO, establishing a base salary of $425,261 with eligibility for discretionary annual bonuses and benefits through April 30, 2028, with automatic two-year renewals thereafter. If Mr. Rivera is terminated without Cause or resigns for Good Reason, he is entitled to severance payments equal to one year’s base salary, continuation of health benefits for 12 months, and all accrued benefits. In the event of a Change of Control, if Mr. Rivera is terminated or resigns for Good Reason, he will receive accrued benefits plus a guaranteed bonus based on the higher of his most recent or average annual bonus.

Republic Digital Acquisition Co (RDAGU) - Republic Digital Acquisition Co appointed Laya Khadjavi, Barry Finkelstein, and Robert Matza as independent directors to the Board effective May 1, 2025, with Khadjavi chairing the Audit Committee and Finkelstein chairing the Compensation Committee. The Board is structured into three classes with staggered terms expiring at the first, second, and third annual shareholder meetings, respectively. Each director entered into a Letter Agreement and indemnity agreement with the Company, with no related party transactions or arrangements disclosed under Item 404(a) of Regulation S-K.

SHF Holdings, Inc. (SHFS - $11.2M) - SHF Holdings, Inc. announced the resignation of Chief Financial Officer James H. Dennedy, effective June 6, 2025, citing personal reasons and explicitly stating no disagreement with the Company. The Board appointed CEO Terrance Mendez as interim Chief Financial Officer starting on the resignation date. The Company will conduct an executive search to identify a permanent replacement for the CFO role.

Smith Wesson Brands Inc. (SWBI - $418.0M) - Smith & Wesson Brands announced the planned retirement of Vice President of Sales Susan J. Cupero in May 2025. The Company and Ms. Cupero entered into a separation Agreement under which she will continue receiving her base salary through April 2027, have certain restricted stock units immediately vested, and receive a lump sum for supplemental Medicare coverage. This arrangement may impact compensation expenses and leadership continuity in the sales division.

Scorpius Holdings, Inc. - John Prendergast, Ph.D., resigned immediately from his roles as Lead Independent Director and Chairman of the Compensation Committee, as well as from the Audit Committee and Corporate Governance and Nominating Committee. No disagreement with the Company regarding operations, policies, or practices was cited in his departure. This departure creates vacancies in key Board committees that may impact governance and oversight functions.

Vericel Corp (VCEL - $2.1B) - Vericel Corporation’s shareholders approved the Amended and Restated 2022 Omnibus Incentive Plan and the Amended and Restated 2015 Employee Stock Purchase Plan at the Annual Meeting on April 30, 2025, making both plans effective immediately. The Amended and Restated 2022 Plan reserves 5,088,095 shares of common stock for issuance, while the Amended and Restated ESPP reserves 2,000,000 shares. These plans were previously approved by the Board on March 12, 2025, and detailed terms are incorporated by reference from the Company’s Definitive Proxy Statement and attached exhibits.

Wetouch Technology Inc. (WETH - $9.8M) - Ms. Jing Chen resigned from Wetouch Technology Inc.’s Board and all related committees, including as Chairperson of the Audit Committee, effective April 29, 2025, with no disagreements cited. Guijun Gan was appointed Chairperson of the Audit Committee, while Jing Guo was appointed to the Board and named Chairperson of the Nominating and Corporate Governance Committee, both effective May 1, 2025. The Board confirmed that neither Gan nor Guo have any related party interests or conflicts, and both are deemed independent under Nasdaq and SEC rules.

Zurn Elkay Water Solutions Corp (ZWS - $5.7B) - At the 2025 Annual Meeting, Zurn Elkay Water Solutions Corp's stockholders approved an amendment to the Performance Incentive Plan (PIP) increasing the shares available for issuance by 2,500,000. This expansion allows for greater equity compensation potential under the plan, which may impact dilution and executive incentives. The amended and restated PIP text is incorporated by reference from the Proxy Statement filed on March 13, 2025.

Myers Industries Inc. (MYE - $352.8M) - Myers Industries Inc. has appointed Mr. Hoehn as Interim Chief Financial Officer and will provide him a supplemental monthly payment of $8,000 in addition to his base salary of $304,072 during his interim tenure. His executive retention award will increase from 50% to 75% of his base salary, payable upon the earlier of a permanent CFO appointment or December 31, 2025, contingent on his continued service. Mr. Hoehn will also be eligible for the Company’s Senior Officer Severance Plan during his interim CFO service.

Material Agreements Signed 🖋️

23andMe Holding Co. - 23andMe Holding Co. and certain subsidiaries filed for Chapter 11 bankruptcy on March 23, 2025, and subsequently entered into a Senior Secured, Super-Priority Debtor-in-Possession (DIP) Loan agreement with JMB Capital Partners Lending, LLC for up to $35 million, subject to court approval. The DIP Facility carries a high 14.0% interest rate plus fees, including an exit fee of 4.0% on committed amounts, and is secured by substantially all assets of the debtors. Borrowings under this facility will fund bankruptcy-related costs and general corporate purposes, but the company remains under strict court supervision with customary negative covenants restricting its operations.

Alico Inc. (ALCO - $218.2M) - Alico Inc. entered into a Material Definitive Agreement to sell specified land and related assets to Harford Farms LLC for approximately $183.7 million. The sale excludes certain personal property and any existing citrus crop prior to closing, and is subject to a 30-day Financing Contingency allowing termination if financing approval is not obtained. This transaction represents a significant asset disposition that will impact the Company’s operations and financial position upon closing.

Alpha Modus Holdings Inc. (AMOD - $16.6M) - Alpha Modus Holdings, Inc. entered into a Patent Monetization Agreement with a related party controlled by its CEO to fund patent litigation against Broadcom Inc., with a tiered repayment structure favoring the Company’s recovery and returns. Concurrently, the Company secured an Option Agreement granting it the right to acquire the litigation entity by terminating the funding agreement, paying $300,000, and issuing up to $35 million in common stock, subject to shareholder and Nasdaq approval. This transaction is linked to a previously disclosed secured convertible note with Streeterville Capital, which includes a 20% prepayment penalty and conversion price floor, reflecting ongoing financing complexities and potential dilution.

Astec Industries Inc. (ASTE - $869.4M) - Astec Industries Inc. has entered into a Material Definitive Agreement to acquire 100% of TerraSource Holdings, LLC for approximately $245 million on a cash-free, debt-free basis, subject to customary closing conditions including regulatory approvals and absence of a Material Adverse Effect. The Agreement includes a $15 million termination fee payable by Astec if the transaction fails to close by August 1, 2025, after all conditions have been met or waived, and provides for representations and warranties insurance to cover breaches by the Sellers. The Sellers will also be subject to non-competition and non-solicitation agreements, and Astec will implement retention programs for TerraSource’s key executives post-closing.

Aircastle LTD - Aircastle Limited’s wholly owned subsidiary entered into a $600 million unsecured five-year term loan Credit Agreement, with an option to increase to $700 million within the first year, guaranteed by the Company and its subsidiary. The loan bears interest at Term SOFR plus 1.40% and includes customary affirmative and negative covenants restricting additional indebtedness, liens, and certain transactions. The agreement contains standard events of default related to non-payment, covenant breaches, insolvency, and material judgments, exposing the Company to potential credit risk if these occur.

Alternus Clean Energy, Inc. - Alternus Clean Energy, Inc. entered into a Note Purchase Agreement on April 28, 2025, issuing promissory notes totaling up to $558,000 with a 16.67% original issue discount, 12% interest, and maturity on December 31, 2025, raising $265,000 in gross proceeds for working capital and general corporate purposes. The Company also amended terms of its 2024 Senior Convertible Notes, extending maturity to December 31, 2025, maintaining 12% interest, and adjusting conversion price to the lesser of $0.03 or 55% of the market price, with a floor of $0.0001 per share. Additionally, Alternus issued warrants to the Investor for 34 million shares at $0.03 exercise price, exercisable immediately with full ratchet antidilution protection, expiring in five and a half years, which could significantly dilute existing shareholders upon exercise.

Apollo Origination II (Levered) Capital Trust - Apollo Origination II (Levered) Capital Trust entered into the Fifth Amendment to its Loan and Servicing Agreement, which increases the maximum commitment under the Secured Credit Facility from $350 million to $500 million. The amendment also reduces the interest spread to 1.95% during the revolving period and 2.45% during the amortization period, while raising the unused fee rate to 0.75% per annum. This amendment potentially improves the Company’s liquidity and borrowing terms, impacting its capital structure and cost of debt.

Arcadia Biosciences, Inc. (RKDA - $4.7M) - Arcadia Biosciences, Inc. entered into a First Amendment to its Securities Exchange Agreement with Roosevelt Resources, LP, extending the Termination Date for the all-stock transaction to August 15, 2025. The Amendment fixes the number of shares to be issued to Roosevelt’s Limited Partners at 90% of Arcadia’s outstanding common stock post-closing, eliminating any adjustments based on the Company’s cash and cash equivalents at closing. This amendment removes certain cash-related definitions, potentially impacting the valuation and dilution effects of the transaction.

Bain Capital Specialty Finance, Inc. (BCSF - $1.0B) - Bain Capital Specialty Finance, Inc. entered into updated material definitive agreements with U.S. Bank Trust Company for custody and document custody services, reflecting changes to the scope of services provided. Both agreements include termination clauses allowing either party to end the contracts with 60 days’ prior written notice. These agreements replace prior arrangements and are critical for the management and safeguarding of the Company’s collateral and assets.

Blue Owl Credit Income Corp. - Blue Owl Credit Income Corp.'s affiliate, Core Income Funding V LLC, entered into a material amendment to its Loan and Security Agreement, increasing the total credit commitment from $500 million to $750 million. The amendment also modifies the Minimum Equity Amount and adjusts the Non-Usage Fee to a range of 0.50% to 1.25%, contingent on maintaining a minimum utilization between 60% and 67.5% during the Reinvestment Period. This amendment potentially enhances Core Income Funding V's liquidity and borrowing capacity, impacting its financial flexibility.

Caesars Entertainment, Inc. (CZR - $5.9B) - Caesars Entertainment entered into an Amendment to its Director Appointment and Nomination Agreement with the Icahn Group, allowing the group to reduce its beneficial ownership below 5% without losing board representation or related rights. This amendment addresses potential share repurchases or similar actions that might otherwise trigger ownership thresholds under the existing agreement. Additionally, all Icahn Designees executed new irrevocable resignation letters to align with the amended terms, while other material provisions remain unchanged.

Exelon Corp (EXC - $46.7B) - Exelon Corporation entered into a Material Definitive Agreement establishing an at-the-market equity distribution program allowing the sale of up to $2.5 billion in common stock through multiple sales agents and forward purchasers. The Company may issue shares directly or enter into forward sale transactions where shares are initially borrowed and sold, with proceeds expected upon future physical settlement, though cash or net share settlement may result in no proceeds received. Exelon retains the right to suspend or terminate the program at any time, with no obligation to sell shares under the agreement.

Fuse Group Holding Inc. - Fuse Group Holding Inc. entered into a material agreement on May 1, 2025, issuing a $30,000 Convertible Promissory Note to Chen Fei Li with a 3% annual interest rate and a 24-month maturity. The Note allows conversion of outstanding principal and interest into common stock at $0.33 per share at the holder’s option until fully paid. This transaction was completed under a Regulation S exemption, avoiding registration under the Securities Act of 1933.

Flora Growth Corp. (FLGC - $11.3M) - Flora Growth Corp. entered into a material definitive agreement for a private placement, issuing 3,133,011 common shares and 726,992 pre-funded warrants, raising approximately US$1.1 million in net proceeds. The company plans to allocate US$1 million of the proceeds to purchase cryptocurrencies (Solana, Ethereum, Sui, and Ripple) and use the remainder for general corporate and working capital purposes. Flora Growth has agreed to file a registration statement on Form S-3 within 15 days and provide customary indemnification to investors, including protection against liabilities under the Securities Act.

Granite Ridge Resources, Inc. (GRNT - $647.8M) - Granite Ridge Resources, Inc. entered into the Fifth Amendment to its Credit Agreement on April 29, 2025, which increased the borrowing base and aggregate elected commitments from $325.0 million to $375.0 million. This amendment enhances the company’s financial flexibility by expanding its available credit capacity. No other material terms of the Existing Credit Agreement were changed, indicating no new covenant modifications or restrictions were introduced.

Interactive Strength, Inc. (TRNR - $6.0M) - Interactive Strength, Inc. entered into a Material Definitive Agreement to settle a $500,000 Liability owed to Berenberg Capital Markets LLC by issuing an unsecured promissory note. The Settlement Note matures on May 1, 2026, and carries a 5% annual interest rate. This agreement replaces the prior advisory services debt and formalizes the Company's obligation under new terms.

Mullen Automotive Inc. (MULN - $0.37M) - Mullen Automotive Inc. incorporated the information from Item 3.03 regarding a material modification to the rights of security holders into this Item 1.01 filing. This indicates a significant change to shareholder rights through a material definitive agreement. Investors should review Item 3.03 for detailed implications on their holdings.

Norfolk Southern Corp (NSC - $50.0B) - Norfolk Southern Corp disclosed an entry into a material definitive agreement as referenced under Item 2.03. This indicates a significant contractual commitment that could impact the company's operations or financial position. Investors should review Item 2.03 for detailed terms and potential implications of this agreement.

Peraso Inc. (PRSO - $4.5M) - Peraso Inc. has extended the expiration date of its outstanding Series C warrants from May 6, 2025, to August 4, 2025, allowing holders additional time to exercise warrants for up to 2,246,030 shares at $1.61 per share. The Series C warrants were originally issued as inducements on November 6, 2024, and the shares issuable upon exercise are registered under an effective Form S-3 registration statement. This extension may impact the company’s potential equity dilution and capital structure timing.

Rocket Companies, Inc. (RKT - $1.9B) - Rocket Mortgage, LLC, an indirect subsidiary of Rocket Companies, Inc., entered into a new Revolving Credit Agreement with an initial commitment of $1.15 billion, which can increase to $2.25 billion upon completion of the acquisition of Mr. Cooper Group Inc. The credit facility includes financial maintenance covenants restricting leverage, debt incurrence, asset sales, and related-party transactions, with events of default that could lead to termination of commitments and acceleration of repayment. Borrowings are unsecured, bear interest at a base rate plus margin, and proceeds will be used for general corporate purposes, highlighting potential liquidity and leverage impacts tied to the acquisition and covenant compliance.

Solaris Energy Infrastructure, Inc. (SEI - $796.8M) - Solaris Energy Infrastructure, Inc. entered into a material underwriting agreement with Morgan Stanley & Co. LLC on May 1, 2025, issuing $155 million aggregate principal amount of 4.75% Convertible Senior Notes due 2030, including a fully exercised $20 million over-allotment option. The Notes, issued on May 2, 2025, are senior unsecured obligations equal in right of payment to existing senior debt but effectively subordinated to secured debt, governed by a Base Indenture and Supplemental Indenture with U.S. Bank Trust Company as trustee. The Company has agreed to indemnify the underwriters against certain liabilities under the Securities Act, highlighting potential contingent obligations related to the offering.

Sunnova Energy International Inc. (NOVA - $27.0M) - Sunnova Energy International Inc. entered into a Forbearance Agreement with certain holders of its 11.750% and 5.875% Senior Notes following a Specified Default on an interest payment of approximately $23.5 million due April 1, 2025, which triggered a 30-day grace period that expired on May 1, 2025. The agreement prevents the Supporting Holders from exercising their rights to accelerate the maturity of the Notes or take other remedies during the Forbearance Period, which runs from May 2 to May 8, 2025, unless an Event of Termination occurs. This temporary relief aims to avoid an immediate Event of Default and potential Cross-Default that could accelerate debt repayment obligations and significantly impact Sunnova’s liquidity.

Tecogen Inc. - Tecogen Inc. entered into a material definitive agreement on May 1, 2025, whereby director Earl R. Lewis, III converted the $514,148.22 balance due under his promissory note into common stock. The conversion price was set at $2.14 per share, based on the average closing price over the prior 30 trading days. As a result, the Company issued 240,256 shares to Mr. Lewis, fully settling the debt and eliminating the outstanding promissory note.

TEN Holdings, Inc. (XHLD - $23.1M) - TEN Holdings, Inc. entered into a Settlement Agreement with Sunpeak Holdings Corporation to resolve approximately $4.91 million of outstanding payables through the issuance of common stock, including 175,000 shares as a settlement fee. The agreement contains a default clause triggered if the stock price falls to or below $0.25 or if average daily trading volume drops to 100,000 shares or less, posing potential risk to the Company’s compliance. The issuance of shares was approved by a court order under Section 3(a)(10) of the Securities Act, ensuring the transaction’s legality and fairness.

Tivic Health Systems, Inc. (TIVC - $4.4M) - Tivic Health Systems, Inc. entered into a Material Definitive Agreement to raise up to $8.4 million through the sale of 8,400 shares of newly designated Series B Non-Voting Convertible Preferred Stock and associated warrants in six tranche closings. Each tranche includes issuance of warrants exercisable for 30% of the common stock issuable upon conversion of the preferred shares, with an automatic exercise price reduction mechanism if subsequent warrants have a lower price. This financing structure provides Tivic with staged capital infusion but includes potential dilution risk and warrant price adjustments that could impact existing shareholders.

Two Hands Corp - Two Hands Corporation entered into a material definitive agreement to sell a convertible promissory note with a principal amount of $94,300 to 1800 Diagonal Lending LLC for a purchase price of $82,000, resulting in net funding of $75,000 after fees. The Note accrues 10% interest, matures on February 1, 2026, and is convertible into common stock at a 25% discount to the lowest closing bid price, subject to a 4.99% beneficial ownership cap for the holder. The Note also includes prepayment premiums escalating from 115% to 125% depending on the timing of prepayment within 180 days of issuance.

Vse Corp (VSEC - $2.4B) - VSE Corporation entered into a material definitive agreement for a new five-year, senior secured credit facility totaling $700 million, consisting of a $300 million term loan and a $400 million revolving credit facility, with Citizens Bank and other lenders. The Credit Agreement is secured by substantially all assets of the company and includes covenants such as total net leverage ratio and interest coverage ratio, as well as restrictions on indebtedness, dividends, and acquisitions. The term loan matures in 2030 with quarterly amortization, and interest rates will vary based on VSE’s leverage ratio, impacting the SOFR or ABR margins applied.

Venus Concept Inc. (VERO - $3.5M) - Venus Concept Inc. entered into multiple Consent Agreements and a Fourteenth Bridge Loan Amendment with its lenders on April 30, 2025, which include waivers of certain minimum liquidity requirements under its Main Street Priority Loan and 2025 secured subordinated convertible notes through May 31, 2025. The Company also extended the maturity date of its Bridge Loan from April 30, 2025, to May 31, 2025, providing temporary relief on debt obligations. These agreements indicate ongoing financial covenant concessions and potential liquidity pressures requiring lender accommodations.

INVO Fertility, Inc. (IVF) - INVO Fertility, Inc. entered into an inducement letter agreement allowing an institutional investor to exercise existing warrants at a reduced price of $1.61 per share, significantly below the original $8.40 exercise price. In exchange, the Company will issue new unregistered warrants exercisable at $1.61 per share, subject to stockholder approval and Nasdaq rules, with a five-year term from approval. The Company agreed to restrictions on issuing new common stock or equivalents for 30 trading days post-closing and prohibits Variable Rate Transactions involving equity issuance for one year, aiming to manage dilution and control capital structure.

Private Stock Deals 💸

Jaguar Health, Inc. (JAGX - $7.4M) - Jaguar Health, Inc. issued 57,500 shares of common stock in a privately negotiated exchange to reduce a $632,500 royalty interest balance held by a related party. The issuance was conducted under the exemption from registration pursuant to Section 3(a)(9) of the Securities Act of 1933. This transaction reduces the Company's outstanding royalty obligations without incurring additional cash outflow.

Kayne DL 2021, Inc. - Kayne DL 2021, Inc. completed an unregistered sale of 4,760 shares of common stock for $25.0 million under subscription agreements with investors committing a total of $353.5 million. The sale was conducted exempt from registration under Section 4(a)(2) and Regulation D of the Securities Act, relying on stockholders' representations as accredited investors. No underwriting discounts or commissions were paid, and stockholders must fund future drawdowns with at least ten business days’ prior notice.

Manulife Private Credit Fund - Manulife Private Credit Fund completed an unregistered sale of approximately 1,435,132 Class NAV Shares for $30 million under a private offering. The transaction relied on exemptions from registration under Section 4(a)(2) and Regulation D of the Securities Act, based on the investor’s status as an accredited investor. This offering expands the Fund’s capital base without triggering public registration requirements.

NextTrip, Inc. (NTRP - $14.5M) - NextTrip, Inc. completed the acquisition of 100% ownership of FSA Travel, LLC through two closings involving $1 million in cash and issuance of 322,582 shares of Series O Nonvoting Convertible Preferred Stock. The Purchase Agreement includes contingent milestone payments totaling up to $400,000 in cash and 129,032 shares of Series O Preferred, payable upon achievement of specific booking and operational targets by FSA. These additional payments represent future financial obligations that could impact NextTrip’s liquidity and equity structure depending on FSA’s performance.

Deals Cancelled ❌

Viasat Inc. (VSAT - $1.2B) - Viasat Inc. terminated a material definitive agreement by redeeming all $442.55 million of its outstanding 5.625% Senior Notes due 2025 ahead of maturity using cash on hand. The redemption price was 100% of the principal plus accrued interest, fully satisfying and discharging the indenture governing the Notes. This action eliminates the related debt obligation and may improve the company's leverage and interest expense profile.

Shareholder Rights Change 📜

Petros Pharmaceuticals, Inc. (PTPI - $2.9M) - Petros Pharmaceuticals, Inc. reported a material modification to the rights of its security holders as referenced in Item 5.03 of the same Form 8-K. The filing does not provide specific details in Item 3.03 but directs to Item 5.03 for the substantive information. Investors should review Item 5.03 to understand the nature and impact of these modifications on their holdings.

Universal Logistics Holdings Inc. (ULH - $671.4M) - Universal Logistics Holdings Inc. completed a material modification by converting from a Michigan corporation to a Nevada corporation effective May 1, 2025, changing its domicile and governance from Michigan law to Nevada Revised Statutes. This conversion did not affect the company’s business operations, management, assets, liabilities, stock structure, or employee benefit plans, and all existing contractual rights and obligations remain intact. The company’s consolidated financial condition and results of operations are unchanged immediately following the conversion.

Audit Firm Swaps 🔄

Calidi Biotherapeutics, Inc. (CLDI - $15.4M) - Calidi Biotherapeutics, Inc. announced the resignation of Marcum LLP as its independent registered public accounting firm effective April 30, 2025, due to CBIZ CPAs P.C.’s acquisition of Marcum’s attest business and personnel. The Audit Committee approved the appointment of CBIZ as the new independent auditor for the fiscal year ending December 31, 2025, with no prior consultations or disagreements reported between the Company and either accounting firm. Marcum’s prior audit reports included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern, but contained no adverse opinions, qualifications, or reportable events.

Eyenovia Inc. (EYEN - $3.1M) - Eyenovia Inc. announced that Marcum LLP has resigned as its independent registered public accounting firm following CBIZ CPAs P.C.'s acquisition of Marcum's attest business, and CBIZ CPAs was engaged for the fiscal year ending December 31, 2025. Marcum’s audit reports for 2023 and 2024 contained no adverse opinion or disclaimer, but included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. There were no disagreements or reportable events with Marcum during the periods presented, aside from two previously disclosed material weaknesses that the Company is actively working to remediate.

IMAC Holdings, Inc. - IMAC Holdings, Inc. dismissed Marcum LLP as its independent registered public accounting firm effective April 30, 2025, and engaged CBIZ CPAs P.C. as its new auditor for the fiscal year ending December 31, 2025. Marcum’s audit report for the fiscal year ended December 31, 2024, included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. Additionally, a material weakness in internal controls over financial reporting was identified due to insufficient accounting resources, lack of segregation of duties, and inadequate operating controls.

KULR Technology Group, Inc. (KULR - $383.9M) - KULR Technology Group, Inc. announced the resignation of its independent registered public accounting firm, Marcum LLP, effective April 29, 2025, with CBIZ CPAs P.C. engaged as the new auditor for the fiscal year ending December 31, 2025. There were no disagreements or reportable events with Marcum related to accounting principles, financial disclosures, or auditing procedures during their tenure, and their prior audit reports were unqualified and contained no adverse opinions. The Company did not consult CBIZ prior to engagement on accounting matters, and Marcum has been provided a copy of this filing and furnished a letter confirming agreement with the statements made.

NorthView Acquisition Corp - NorthView Acquisition Corp announced the resignation of Marcum LLP as its independent registered public accounting firm, effective April 30, 2025, with CBIZ CPAs P.C. engaged as the new auditor. Marcum’s prior audit reports for the fiscal years ended December 31, 2024 and 2023 included a going concern paragraph but contained no adverse opinions, disclaimers, or qualifications, and there were no disagreements on accounting principles or auditing scope during this period. The company confirmed that no consultations or reportable events occurred with Marcum related to accounting or auditing issues before the change in auditor.

Stran & Company, Inc. (SWAG - $19.7M) - Stran & Company, Inc. disclosed that Marcum LLP has resigned as its independent registered public accounting firm, and CBIZ CPAs P.C. was engaged as the new auditor effective April 30, 2025. Marcum’s prior audit reports for 2023 and 2024 contained no adverse opinions, disclaimers, or qualifications, and there were no disagreements or reportable events except for previously disclosed material weaknesses in internal controls over financial reporting. The Company has not consulted CBIZ CPAs on any accounting or auditing matters prior to their engagement, and no disagreements or reportable events have arisen with the new auditor.

New Financial Obligations 💰

Cartesian Growth Corp II (RENE - $154.8M) - Cartesian Growth Corp II (RENE) disclosed the creation of a direct financial obligation, indicating the company has entered into a new debt or similar liability. This new obligation may impact the company’s leverage and liquidity position. Investors should monitor the terms and potential financial impact of this obligation on future cash flows and credit metrics.

Yale Transaction Finders, Inc. - Yale Transaction Finders, Inc. issued convertible promissory notes totaling $17,500 on May 2, 2025, with a maturity date of December 31, 2025, and a 5.0% annual interest rate payable at maturity. The notes were issued to related parties, including affiliates of the CEO and President, and allow conversion into common stock upon a Qualified Financing or Fundamental Transaction. The proceeds are designated to fund the Company’s working capital needs, indicating a potential need for liquidity support.

Random Updates 🧩

1847 Holdings LLC - 1847 Holdings LLC received a notification from NYSE Regulation that its common shares will be delisted from NYSE American due to the low selling price, rendering the Company no longer suitable for listing. Trading of the Company’s shares was suspended on April 3, 2025, and will remain so until the scheduled review hearing on June 5, 2025. The Company has timely requested a review of the delisting determination to potentially reverse the action.

ALKALINE WATER Co INC - The Alkaline Water Company, Inc. has retained Institutional Analyst, Inc. to provide research and progress reporting services. This engagement signals an effort to enhance investor communications and potentially increase market visibility. There are no indications of negative events such as litigation, non-compliance, or management changes in this filing.

Algorhythm Holdings, Inc. (RIME - $5.7M) - Algorhythm Holdings, Inc. resolved a $16,600,000 warrant liability related to Series A and B warrants issued in December 2024, which caused a prior stockholders’ deficit equity of approximately $(10,500,000). Following the satisfaction of contingencies on Series A warrants and full exercise of Series B warrants in Q1 2025, this liability was reclassified to stockholders’ equity, improving the financial position. As a result, the Company expects to report over $2,500,000 in stockholders’ equity for Q1 2025, thereby regaining compliance with Nasdaq Listing Rule 5550(b)(1) for continued listing.

Antares Private Credit Fund - As of March 31, 2025, Antares Private Credit Fund reported a net asset value (NAV) per Class I share of $25.11, with an aggregate NAV of approximately $638.8 million and principal debt outstanding of about $456.1 million, resulting in a debt-to-equity ratio of 0.71 times. The Company is conducting a continuous public offering of up to $2.0 billion in shares and received approximately $4.0 million in new subscriptions on May 1, 2025. There are no indications of non-compliance, litigation, or other negative events impacting the Fund’s financial position or operations.

Canadian Pacific Kansas City LTD Cn (CP - $67.4B) - Canadian Pacific Kansas City LTD (CPKC) announced the results of its 2025 Shareholder Meeting and director elections in a press release dated April 30, 2025. No negative events such as resignations, non-compliance, or litigation were reported in connection with the meeting. The filing primarily serves to inform shareholders of the updated board composition without indicating any material adverse developments.

Carmax Auto Funding LLC - CarMax Auto Funding LLC completed the issuance of $1.4 billion in asset-backed notes through CarMax Auto Owner Trust 2025-2, with multiple classes of notes issued under a new Indenture dated May 2, 2025. The transaction involved the sale and transfer of motor vehicle retail installment sale contracts from CarMax Business Services to the Depositor and then to the Issuing Entity, which will engage CarMax Business Services as servicer. Key agreements executed on the Closing Date include the Amended and Restated Trust Agreement, Receivables Purchase Agreement, Sale and Servicing Agreement, Administration Agreement, and an Asset Representations Review Agreement to ensure compliance with representations and warranties, mitigating potential litigation or non-compliance risks.

Cintas Corp (CTAS) - Cintas Corporation has completed the sale of $400 million aggregate principal amount of 4.200% Senior Notes due 2028 through Cintas Corporation No. 2. The filing includes the Underwriting Agreement and Officers’ Certificate establishing the terms of the notes, along with multiple legal opinions from various law firms. This issuance represents a significant debt financing event for Cintas, potentially impacting its capital structure and leverage.

Colgate Palmolive Co (CL) - Colgate-Palmolive Company executed an underwriting agreement to issue $500 million of 4.200% Senior Notes due 2030, with Citigroup Global Markets Inc. and Scotia Capital (USA) Inc. as lead underwriters. The offering was conducted under the Company’s automatic shelf registration statement on Form S-3 and the Notes were issued on May 2, 2025, under an existing Indenture dated November 15, 1992. There are no indications of non-compliance or litigation related to this debt issuance, and the agreements include customary indemnification provisions.

Crane Harbor Acquisition Corp. (CHACU) - Crane Harbor Acquisition Corp. completed its IPO on April 28, 2025, selling 22,000,000 units at $10.00 each, generating gross proceeds of $220 million, including a partial exercise of the underwriters' over-allotment option. Simultaneously, the Company issued 640,000 units in a private placement for $6.4 million to Cohen & Company Capital Markets and its sponsor, Crane Harbor Sponsor, LLC. All net proceeds, totaling $220 million (including $8.8 million of the underwriters’ deferred discount), were placed in a trust account for the benefit of public shareholders, with an audited balance sheet included as Exhibit 99.1.

Diamond Hill Investment Group Inc. (DHIL - $349.7M) - Diamond Hill Investment Group Inc. reported total assets under management of $28.6 billion as of April 30, 2025, across various investment vehicles and strategies. The majority of assets are concentrated in Large Cap strategies, totaling nearly $16.1 billion, with significant allocations also in Short Duration Securitized Bond and Core Fixed Income. No indications of impairment, litigation, or other negative events were disclosed in this filing.

Equity Residential (EQR - $26.0B) - Equity Residential’s operating partnership has agreed to issue $500 million of 4.950% Notes due in 2032 through a public offering. The Notes will be sold under a Terms Agreement with major underwriters including Citigroup, J.P. Morgan, RBC Capital Markets, and Wells Fargo Securities. These Notes will be issued pursuant to a longstanding Indenture and multiple supplemental indentures with The Bank of New York Mellon Trust Company as Trustee.

First Savings Financial Group, Inc. (FSFG - $159.5M) - First Savings Financial Group, Inc. redeemed $20.0 million of subordinated notes at par on April 30, 2025. This redemption reduces the Company's outstanding debt and may impact its capital structure and interest expenses. The press release detailing this transaction is attached as Exhibit 99.1 and incorporated by reference.

Gaming & Leisure Properties, Inc. (GLPI - $13.1B) - Gaming & Leisure Properties, Inc. filed a new shelf registration statement on Form S-3, effective immediately, replacing its prior registration, and simultaneously terminated its previous $1,000,000,000 "at-the-market" equity offering program. The Company established a new ATM equity offering program allowing issuance and sale of up to $1,250,000,000 in common stock through a sales agreement with multiple major financial institutions as sales agents and forward purchasers. This expanded ATM Program enables flexible share sales via various methods, including Nasdaq transactions and private placements, at prevailing market prices, potentially diluting existing shareholders but providing significant capital-raising capacity.

Hennessy Capital Investment Corp. VI - Hennessy Capital Investment Corp. VI announced a postponement of its special meeting of stockholders regarding the Business Combination to May 5, 2025, at 4:00 p.m. Eastern time. PubCo withdrew its nomination of Mark T. Harris as director nominee and instead nominated Tito Botelho Martins Júnior, with no dispute cited between Mr. Harris and PubCo. The company filed a Supplement to the Proxy Statement updating key disclosures, which stockholders should rely on alongside the original Proxy Statement.

Mesabi Trust (MSB - $347.7M) - Mesabi Trust filed its Annual Report on Form 10-K for the fiscal year ended January 31, 2025, including audited financial statements, on April 24, 2025. The report contains forward-looking statements regarding iron ore production, pricing, shipments, and royalty amounts, which are subject to significant risks and uncertainties such as market volatility, environmental compliance, and potential production curtailments by Northshore that could materially adversely affect royalty income and distributions. Unitholders should be aware that any such developments could also have a material adverse impact on the market price of the Trust’s Units.

ManpowerGroup Inc. (MAN - $2.0B) - ManpowerGroup Inc. declared a semi-annual dividend of $0.72 per share, payable on June 16, 2025. The dividend will be paid to shareholders of record as of June 2, 2025. This event reflects the company’s ongoing commitment to returning capital to shareholders.

Plus Therapeutics Inc. (PSTV - $13.4M) - Plus Therapeutics Inc. announced a reset of the exercise price for its Series A and Series B Warrants to the greater of the lowest volume weighted average price during a 10-trading-day reset period or a Floor Price of $0.132. If the Series A Warrants reset to the Floor Price, 28,042,138 warrants would become exercisable for up to 280,421,380 shares of common stock. The Series B Warrants include a zero exercise price provision, potentially allowing exercise for up to 1,261,896,210 shares if reset to the Floor Price and exercised cashlessly, significantly increasing potential dilution.

Praxis Precision Medicines, Inc. (PRAX - $725.9M) - Praxis Precision Medicines reported sustained and increasing seizure reduction through 11 months of treatment with relutrigine in patients with SCN2A gain-of-function and SCN8A DEEs from the EMBOLD study’s open-label extension. The Company announced the Phase 3 EMERALD trial design, a randomized, double-blind, placebo-controlled study evaluating relutrigine’s efficacy and safety in a broader DEE population (n=160) over 16 weeks. Additionally, Praxis plans to nominate a development candidate for its early-stage antisense oligonucleotide program, PRAX-100, targeting SCN2A loss-of-function mutations, by mid-2025.

Silvercrest Asset Management Group Inc. (SAMG - $143.5M) - Silvercrest Asset Management Group Inc. announced a teleconference on May 9, 2025, to discuss its first quarter financial results for the period ended March 31, 2025. The press release detailing this event is attached as Exhibit 99.1 but is not filed for purposes of Section 18 of the Securities Exchange Act and carries no associated liabilities. This event provides an opportunity for investors to gain timely insights into the company's recent financial performance.

Summit Hotel Properties, Inc. (INN - $446.6M) - Summit Hotel Properties filed a prospectus supplement registering the potential offer and resale of up to 12,940,877 shares of common stock underlying its OP Units. Holders of OP Units may require the Company to redeem these units for cash or exchange them for common stock on a one-for-one basis, potentially diluting existing shareholders. The Company will not receive proceeds from any resale by selling stockholders, and legal opinions confirming the validity of the shares have been provided by Venable LLP and Latham & Watkins LLP.

T. Rowe Price OHA Select Private Credit Fund - As of March 31, 2025, the T. Rowe Price OHA Select Private Credit Fund reported a net asset value (NAV) per share of $27.25 across Class I, S, and D shares, with an aggregate NAV of $1,252.8 million. The fund's investment portfolio fair value stood at $2,170.7 million, offset by principal debt of $926.1 million, resulting in a debt-to-equity ratio of approximately 0.74 times. The Company is actively conducting a continuous public offering of up to $2.5 billion in shares, having issued over 44.7 million Class I shares totaling $1,224.3 million in consideration through April 1, 2025.

Trailblazer Merger Corp I (TBMC - $51.8M) - Trailblazer Merger Corp I has extended the deadline to complete its initial business combination to May 31, 2025, by depositing an additional $83,286.56 into its Trust Account. The company entered into a merger agreement on July 22, 2024, to merge with Cyabra Strategy Ltd., after which the combined entity will be renamed Cyabra, Inc. Shareholders will vote on the merger following the SEC’s effectiveness of the Registration Statement on Form S-4, which includes a Proxy Statement/Prospectus containing critical information about the transaction.

Verses AI Inc. - Verses AI Inc. announced the commercial launch of its flagship Genius™ product on April 30, 2025. This marks a significant milestone in the company's product development and market strategy. The press release detailing this event is included as Exhibit 99.1 in the filing.

Windstream Parent, Inc. - Windstream Parent, Inc. announced an amended Merger Agreement with Uniti Group Inc., under which Windstream’s affiliate will merge into Uniti, resulting in Uniti and Windstream’s successor becoming indirect wholly owned subsidiaries of Windstream Parent, which will be renamed Uniti Group Inc. The filing includes unaudited financial statements and management’s discussion for Windstream as of March 31, 2025, updating prior disclosures in the Windstream Prospectus and Registration Statement, with this 8-K superseding any conflicting information. The company highlights that the forward-looking statements included are subject to significant risks and uncertainties that could cause actual results to differ materially.

Earnings Drops 🧮

Dte Energy Co (DTB) - DTE Energy has furnished the financial statements for its indirect wholly-owned subsidiary, DTE Gas Company, for the quarter ended March 31, 2025, which are available on its website as of May 2, 2025. These financial statements are included as Exhibit 99.1 and incorporated by reference in the filing. The information provided under Item 2.02 is not filed for purposes of Section 18 of the Securities Exchange Act and is not subject to liability or incorporation by reference in other filings unless explicitly stated.

Nobility Homes Inc. - Nobility Homes, Inc. announced that Hancock Askew & Co. resigned as its independent registered public accounting firm due to a combination with Baker Tilly US, LLP, which the Company has now engaged as its new auditor. There were no disagreements or adverse opinions from Hancock Askew & Co. regarding the Company’s financial statements for the fiscal years ended 2024 and 2023, and no consultation occurred with Baker Tilly prior to engagement. The Company has requested and filed a letter from Hancock Askew & Co. confirming their agreement with the statements made in this filing.

Santander Holdings USA, Inc. - Santander Holdings USA, Inc. reported its results of operations and financial condition, highlighting key financial metrics for the recent period. The filing did not disclose any negative events such as impairment, litigation, or non-compliance issues. This update provides important data for assessing the company’s current financial health and operational performance.

iQSTEL Inc - iQSTEL Inc announced a reverse split aimed at facilitating an uplist to a national exchange, signaling a strategic move to enhance market visibility. The company provided anticipated revenue results for 2025 and outlined its strategic plans in a shareholder letter attached as Exhibit 99.1. This information is furnished but is explicitly stated as not filed under Section 18 of the Securities Exchange Act, limiting its legal liability and incorporation by reference in other filings.

Charter Tweaks ✏️

Becton Dickinson Co (BDX - $58.9B) - Becton Dickinson Co amended its By-laws to update procedural and disclosure requirements for advance notice of shareholder nominations and other business, aligning with Rule 14a-19 under the Securities Exchange Act of 1934. The amendments also revised defined terms, the order of business, and officer appointment provisions. These changes may impact shareholder meeting processes and governance transparency.

SharpLink Gaming, Inc. (SBET - $1.9M) - SharpLink Gaming, Inc. has implemented a 1-for-12 reverse stock split of its common stock, effective May 5, 2025, consolidating every 12 shares into 1 share. No fractional shares will be issued; instead, fractional amounts will be rounded to the nearest whole share, with half shares rounded down. The company's common stock will trade on Nasdaq under the existing symbol "SBET" with a new CUSIP starting May 6, 2025.

Reg FD Buzz 🗞️

Bridgewater Bancshares Inc (BWB - $396.7M) - Bridgewater Bancshares, Inc. has furnished an Investor Presentation for use by executives in meetings with investors and analysts, attached as Exhibit 99.1 to this Form 8-K. This disclosure is made under Regulation FD to ensure fair access to material information. The information provided is not deemed filed for purposes of Section 18 of the Exchange Act and will not be incorporated by reference in other filings unless specifically stated.

CareCloud, Inc. (CCLD - $70.7M) - CareCloud, Inc. declared monthly cash dividends for its 8.75% Series A and Series B Cumulative Redeemable Perpetual Preferred Stock for May and June 2025. This dividend declaration reflects ongoing commitment to preferred shareholders and impacts cash flow allocation. There are no indications of non-compliance, impairment, or litigation related to this dividend announcement.

Enterprise Financial Services Corp (EFSC - $1.9B) - Enterprise Financial Services Corp disclosed that it is sharing presentation materials with investors and analysts, attached as Exhibit 99.1 to this report. The information provided is for Regulation FD Disclosure purposes and is explicitly stated as not filed under the Securities Exchange Act of 1934 or incorporated by reference in other filings. This limits the legal implications and use of the disclosed information in formal SEC filings.

EVERTEC, Inc. (EVTC - $2.2B) - EVERTEC, Inc.'s Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on June 6, 2025, to shareholders of record as of May 13, 2025. The Board anticipates continuing regular dividend declarations, but future payments remain subject to approval and may be adjusted based on business needs or market conditions. This dividend announcement does not indicate any negative developments or changes in financial condition.

Glacier Bancorp Inc. (GBCI) - Glacier Bancorp Inc. disclosed an investor presentation dated April 30, 2025, which is now publicly available on its website. This presentation is furnished as Exhibit 99.1 to the current 8-K filing. There are no indications of negative developments or material non-compliance in this disclosure.

InvenTrust Properties Corp. (IVT - $2.2B) - InvenTrust Properties Corp. posted an updated investor presentation on May 1, 2025, available on its website and attached as Exhibit 99.1 to this Form 8-K. The presentation is summary information intended to be reviewed alongside the Company’s SEC filings and other public disclosures, with no obligation for the Company to update it publicly. This disclosure is furnished under Item 7.01 and is explicitly not deemed “filed” or incorporated by reference for liability purposes under the Securities Exchange Act.

Liberty Global Ltd. (LBTYA - $3.8B) - Liberty Global Ltd. disclosed the financial report of its wholly-owned subsidiary, VMIE Group Holdings Limited (VM Ireland), for the year ended December 31, 2024. The report was made publicly available on May 2, 2025, via the investor relations section of Liberty Global’s website. This disclosure is furnished under Regulation FD and is not subject to Section 18 liability or considered formally filed.

National Bank Holdings Corp (NBHC - $1.4B) - National Bank Holdings Corp (NBHC) has furnished investor presentation materials as Exhibit 99.1 to this Form 8-K, which will be used in meetings with investors and analysts and made available on its website. The information is being furnished, not filed, and thus is not subject to liability under Section 18 of the Exchange Act nor incorporated by reference in other filings. NBHC includes cautionary language that these materials contain forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially.

Nine Energy Service, Inc. (NINE - $34.7M) - Nine Energy Service, Inc. disclosed the receipt of a Price Criteria Notice on May 2, 2025, via a press release attached as Exhibit 99.1. This disclosure is made under Regulation FD and is intended to ensure fair access to material information. The information is not deemed “filed” under Section 18 of the Exchange Act and will not be incorporated by reference into other filings unless specifically stated.

Pennantpark Investment Corp (PNNT - $422.5M) - PennantPark Investment Corp announced its monthly distribution in a press release filed as Exhibit 99.1 to this Form 8-K. The disclosure is furnished under Regulation FD and is not deemed filed for purposes of Section 18 of the Exchange Act, limiting liability and incorporation by reference. The filing contains forward-looking statements subject to risks and uncertainties, with no obligation to update these statements.

PennantPark Floating Rate Capital Ltd. (PFLT - $846.4M) - PennantPark Floating Rate Capital Ltd. announced its monthly distribution via a press release dated May 2, 2025, which is attached as Exhibit 99.1 to this Form 8-K. The information provided is furnished under Regulation FD and is not deemed filed for purposes of Section 18 of the Exchange Act, limiting its legal liability and incorporation by reference. The filing contains forward-looking statements subject to risks and uncertainties, with no obligation to update these statements, signaling potential variability in future performance.

S T Bancorp Inc. (STBA - $1.4B) - S&T Bancorp Inc. furnished an investor presentation containing financial data for use in management’s discussions with investors and analysts, which is attached as Exhibit 99.1 and available on the company’s website. This disclosure is made under Item 7.01 and is explicitly stated as not being “filed” under the Securities Exchange Act, thus limiting liability and incorporation by reference in other filings. There are no indications of non-compliance, litigation, or other negative events disclosed in this filing.

Taitron Components Inc. (TAIT - $13.2M) - Taitron Components Inc. announced a quarterly cash dividend of $0.05 per share for Class A and Class B common stock, payable on May 30, 2025, to shareholders of record as of May 16, 2025. The Company targets an annual dividend of $0.20 per share, paid in equal quarterly installments, but the dividend policy may be suspended or cancelled at the Board’s discretion. This announcement does not indicate any negative developments such as non-compliance or litigation.

Transcode Therapeutics, Inc. (RNAZ - $8.9M) - Transcode Therapeutics, Inc. announced that its Board of Directors approved a reverse stock split of its Common Stock at a ratio of 1-for-28, with the effective date to be announced at least two days prior to implementation. This action will significantly reduce the number of outstanding shares, potentially impacting the stock price and shareholder value. Investors should monitor the Company’s forthcoming announcement for the exact timing and further details.

Financial Attachments 📎

Ameriprise Financial Inc. (AMP - $44.5B) - Ameriprise Financial Inc. filed an Item 9.01 disclosure indicating that the cover page of its filing is formatted in iXBRL (Inline eXtensible Business Reporting Language). There are no disclosures of non-compliance, litigation, or other material events in this filing. This filing solely provides technical formatting information and does not impact the company’s financial or operational status.

Ascend Wellness Holdings, Inc. - The filing under Item 9.01 contains only the cover page formatted in Inline XBRL and does not include any substantive financial statements or exhibits. There is no disclosure of non-compliance, litigation, or other material events in this report. This filing provides no new actionable information for investment or risk assessment purposes.

Broadstone Net Lease, Inc. (BNL - $3.0B) - The filing under Item 9.01 for Broadstone Net Lease, Inc. (BNL) contains only an exhibit related to the Cover Page Interactive Data File with embedded XBRL tags. There are no disclosures of non-compliance, litigation, or other material events in this filing. This filing does not present any actionable financial or operational information for immediate consideration.

Chord Energy Corp (CHRD - $5.6B) - The Item 9.01 filing for Chord Energy Corp (CHRD) contains only an exhibit related to the cover page interactive data file. There are no financial statements or other substantive disclosures included in this filing. No negative events or material changes are reported in this exhibit.

Concentra Group Holdings Parent, Inc. (CON - $2.7B) - The Item 9.01 filing for Concentra Group Holdings Parent, Inc. contains only an exhibit related to the Cover Page Interactive Data File embedded within the Inline XBRL document. There are no disclosures of non-compliance, litigation, or other material events in this filing. This filing does not provide any actionable financial or operational updates.

Ducommun Inc. De (DCO - $838.3M) - The filing under Item 9.01 contains only the cover page of the Current Report on Form 8-K formatted in Inline XBRL. There are no financial statements, exhibits, or disclosures indicating any material events or changes. This filing does not present any actionable or negative information for investors.

Phoenix Motor Inc. - Phoenix Motor Inc. filed a Form 8-K including a press release dated May 2, 2025, but provided no additional financial statements or disclosures under Item 9.01. There are no indications of non-compliance, impairment, or other negative events in this filing. The filing primarily serves to update investors with the attached press release and related interactive data.

TriplePoint Private Venture Credit Inc. - The filing under Item 9.01 for TriplePoint Private Venture Credit Inc. contains only an interactive data file as an exhibit and does not disclose any material events or financial statement changes. There are no indications of non-compliance, litigation, or other negative developments in this submission. This filing is purely administrative and does not require any immediate action.

XCel Brands, Inc. (XELB - $6.0M) - The Item 9.01 filing for XCel Brands, Inc. includes a press release dated April 29, 2025, and an interactive data file embedded within the XBRL document. There are no disclosures of non-compliance, litigation, impairment, or other negative events in this filing. This submission primarily provides updated financial statements and exhibits without any material adverse developments.

Lightpath Technologies Inc. (LPTH - $100.0M) - LightPath Technologies Inc. has filed audited financial statements for its acquired business, G5 Infrared, LLC, covering the years ended December 31, 2024 and 2023, which are included as Exhibit 99.1. The company also provided unaudited pro forma consolidated financial information reflecting the impact of the acquisition on its balance sheet and operations, attached as Exhibit 99.2. There are no indications of impairment, non-compliance, or litigation related to the acquisition disclosed in this filing.

Shareholder Votes 🗳️

Ames National Corp (ATLO - $148.3M) - At Ames National Corp's annual meeting on April 30, 2025, stockholders elected Douglas W. Beals, Michelle R. Cassabaum, John P. Nelson, and Kevin L. Swartz to the Board of Directors for three-year terms. The stockholders also ratified the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2025 with overwhelming support. There were no broker non-votes on the accounting firm ratification, indicating strong shareholder consensus on this matter.

Church Dwight Co Inc. De (CHD - $25.7B) - Church & Dwight Co., Inc. held its Annual Meeting on May 1, 2025, where all director nominees were elected to the Board despite notable opposition votes for several candidates. Stockholders approved, on an advisory basis, the compensation of named executive officers, but rejected the stockholder proposal submitted as Proposal 4 by a wide margin. Additionally, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025 was ratified by the stockholders.

Entergy Corp De (ETR) - At Entergy Corporation’s 2025 Annual Meeting, shareholders elected all 10 nominated directors to serve through 2026, with notable opposition votes against Stuart L. Levenick and Andrew S. Marsh. The shareholders also ratified Deloitte & Touche LLP as the independent auditor for 2025 despite over 11 million votes against. Additionally, an advisory resolution to approve named executive officer compensation was approved, though it faced more than 10 million votes against, indicating some shareholder dissent on executive pay.

Farmers & Merchants Bancshares, Inc. - At the April 29, 2025 annual meeting, stockholders of Farmers & Merchants Bancshares, Inc. elected Steven W. Eline and Bruce L. Schindler to the Board of Directors with strong majority votes. The stockholders also ratified the appointment of Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for 2025 with overwhelming support. There were no withheld votes significant enough to indicate dissent or governance concerns.

Halozyme Therapeutics Inc. (HALO - $7.6B) - At Halozyme Therapeutics' Annual Meeting on May 1, 2025, shareholders elected Jeffrey W. Henderson and Helen I. Torley as Class III directors for three-year terms, each receiving a majority of votes. The advisory vote on executive compensation was approved with 98.3 million votes in favor versus 4 million against. Shareholders also ratified the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2025.

Horizon Bancorp Inc. In (HBNC - $637.5M) - At the May 1, 2025 Annual Meeting, Horizon Bancorp shareholders elected three directors to the Board for three-year terms, with all nominees receiving strong majority support. Shareholders also approved the executive compensation plan and ratified the appointment of FORVIS, LLP as the independent auditor for 2025. There were no indications of non-compliance or litigation issues raised in the voting results or proposals.

International Business Machines Corp (IBM) - At IBM’s Annual Meeting on April 29, 2025, all nominated directors were elected for one-year terms, with notable opposition against A.N. Liveris receiving the highest against votes at over 73 million. The stockholders ratified the appointment of the independent registered public accounting firm with 93.6% approval and supported the advisory vote on executive compensation with 92% for. A stockholder proposal to increase transparency in lobbying was decisively rejected with 81.1% voting against, while a proposal on hiring/recruitment discrimination was withdrawn by the proponent.

Janus Henderson Group PLC (JHG - $5.2B) - At the 2025 Annual General Meeting, Janus Henderson Group plc shareholders elected all director nominees with strong majority votes, indicating continued board stability. The advisory vote on executive compensation was approved with 96.4% support, reflecting shareholder endorsement of the Named Executive Officers’ pay. Additionally, shareholders renewed the Board’s authority to repurchase common stock and ratified the reappointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal 2025.

Marathon Petroleum Corp (MPC) - At Marathon Petroleum Corp’s 2025 Annual Meeting, shareholders elected Evan Bayh, Jeffrey C. Campbell, Kimberly N. Ellison-Taylor, and Kim K.W. Rucker as Class II directors for terms expiring in 2028. The appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2025 was ratified by a large majority. Additionally, shareholders gave advisory approval to the compensation of the Company’s named executive officers, reflecting continued support for management’s pay practices.

New York Times Co (NYT - $8.5B) - At the April 30, 2025 annual meeting, The New York Times Company’s stockholders elected all of management’s director nominees, with significant votes withheld for some Class A nominees, notably Rebecca Van Dyck. Stockholders also ratified Ernst & Young LLP as the independent auditors for fiscal year 2025 with strong support. Additionally, the Class B common stockholders approved the advisory vote on executive compensation, indicating continued shareholder endorsement of management pay practices.

ODP Corp (ODP - $397.2M) - At ODP Corp’s Annual Meeting on May 1, 2025, shareholders elected all eight nominated directors to the board, with votes for each nominee ranging from approximately 22.1 million to 22.7 million shares. Shareholders also ratified Deloitte & Touche LLP as the independent auditor for fiscal year 2025, with over 26.4 million votes in favor. Additionally, the advisory vote on executive compensation was approved, though with a notable 6.7 million votes against, and shareholders approved an amendment providing for officer exculpation.

Olympic Steel Inc. (ZEUS - $352.3M) - At the 2025 Annual Meeting, shareholders elected five directors, including Michael D. Siegal and Vanessa L. Whiting, to serve until 2027, with all nominees receiving strong majority support despite some opposition. The shareholders ratified the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm for 2025 with overwhelming approval. Additionally, the advisory vote on the Company’s named executive officer compensation was approved by a significant majority, indicating shareholder support for current executive pay practices.

Primo Brands Corp (PRMB - $12.2B) - At Primo Brands Corp’s Annual Meeting, all thirteen director nominees were elected, including Kurtis Barker and Britta Bomhard, securing strong shareholder support. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2025 was ratified with overwhelming votes in favor. Additionally, shareholders approved the executive compensation on an advisory basis and endorsed holding advisory votes on compensation annually, reflecting continued support for management pay practices.

Starwood Property Trust Inc. (STWD - $6.4B) - At the 2025 annual meeting, Starwood Property Trust shareholders elected all ten directors to serve through 2026 and approved the executive compensation on an advisory basis. Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025. Notably, there were significant broker non-votes and some opposition on executive compensation, but all proposals passed.

Senmiao Technology Ltd (AIHS - $9.2M) - At Senmiao Technology Ltd’s annual meeting, five directors were elected to the board, including Xi Wen and Jie Gao, securing strong shareholder support. The appointment of Marcum Asia CPAs LLP as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2025, was ratified by shareholders. Additionally, shareholders approved future adjustments to the exercise prices of November 2021 Warrants below Nasdaq Minimum Price, endorsed executive compensation, and selected a three-year frequency for future advisory votes on named executive officer compensation.

Solventum Corp (SOLV - $11.4B) - Solventum shareholders elected all four Class I Board nominees for a three-year term, with strong majority support despite some opposition to Amy A. Wendell. The advisory vote on executive compensation was approved, though with notable dissent, and shareholders favored holding this vote annually going forward. Additionally, the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal 2025 was ratified by an overwhelming majority.

Tennant Co (TNC - $1.4B) - At Tennant Company's 2025 Annual Meeting, all four director nominees were elected with strong shareholder support, including three Class III directors for three-year terms and one Class II director for a two-year term. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025 was ratified by a significant majority. Additionally, shareholders provided advisory approval on executive compensation, reflecting continued support for management’s pay practices.

Wells Fargo Company Mn (WFC - $226.9B) - At the 2025 Annual Meeting, shareholders elected all 13 director nominees with strong majority votes, the lowest approval being 90.91% for Ronald L. Sargent. The advisory vote to approve executive compensation passed with 92.43% support, while shareholders ratified KPMG LLP as the independent auditor for 2025 with 94.41% approval. Notably, all four shareholder proposals failed to receive majority support, indicating limited backing for those initiatives.

Wynn Resorts LTD (WYNN) - At the 2025 Annual Meeting, Wynn Resorts elected three Class II directors with significant support, though Winifred M. Webb received over 5 million votes against. The appointment of Ernst & Young LLP as independent auditors was ratified with overwhelming approval. A shareholder proposal to commission a report on cost savings from a smokefree policy was rejected by a large margin, indicating limited investor support for this initiative.

Delistings ⚠️

CISO Global, Inc. (CISO - $9.4M) - CISO Global, Inc. received a notice of non-compliance from Nasdaq due to its common stock closing below the $1.00 minimum bid price requirement for 31 consecutive business days. The company has 180 days, until October 27, 2025, to regain compliance by achieving a closing bid price of $1.00 or more for 10 consecutive business days, or potentially an additional 180-day period if certain conditions are met. Failure to cure the deficiency may result in delisting, and while the company may appeal, there is no assurance that Nasdaq will grant continued listing.

Distoken Acquisition Corp (DIST - $37.2M) - Distoken Acquisition Corp received a deficiency letter from Nasdaq for failing to meet the minimum Market Value of Publicly Held Shares (MVPHS) requirement of $15 million for 30 consecutive business days. The Company has a 180-day compliance period until October 27, 2025, to regain compliance by achieving an MVPHS of $15 million or more for ten consecutive business days. Failure to do so could result in delisting from The Nasdaq Global Market.

Eyenovia Inc. (EYEN - $3.1M) - Eyenovia Inc. received a notice of non-compliance from Nasdaq due to its stockholders’ equity falling below the minimum $2.5 million required for continued listing under Rule 5550(b)(1). The Company has 45 days to submit a plan to regain compliance, with a potential extension of up to 180 days if the plan is accepted, but failure to comply could lead to delisting. There is significant uncertainty regarding the Company’s ability to meet Nasdaq’s requirements, and no assurance that any relief or extension will be granted.

Estrella Immunopharma, Inc. (ESLA - $36.2M) - Estrella Immunopharma, Inc. received a notice of non-compliance from Nasdaq for failing to maintain the minimum $1.00 bid price per share for 30 consecutive business days, triggering a 180-day compliance period ending October 27, 2025, to regain compliance. Failure to cure the deficiency may result in delisting of the Company’s common stock and warrants from The Nasdaq Capital Market, with a possible additional 180-day extension contingent on meeting other listing standards and notifying Nasdaq of intent to cure, potentially via a reverse stock split. The Company’s securities remain listed for now, but there is no assurance that Estrella will regain or maintain compliance, posing a significant listing risk.

Hyperfine, Inc. (HYPR - $58.9M) - Hyperfine, Inc. received a notice of non-compliance from Nasdaq as its Class A common stock price has fallen below the $1.00 minimum bid price requirement for 30 consecutive business days, triggering a 180-day compliance period ending October 27, 2025, to regain compliance. Failure to meet the bid price requirement by the compliance date may result in a transfer to The Nasdaq Capital Market with a possible additional 180-day extension, but continued delisting risk remains if the deficiency is not cured. The Company is actively monitoring the stock price and considering options such as a reverse stock split to avoid delisting, but there is no assurance of regaining compliance or receiving further extensions.

Investcorp AI Acquisition Corp. (IVCA - $95.7M) - Investcorp AI Acquisition Corp. received a notice of non-compliance from Nasdaq for failing to hold its annual stockholders meeting within the required period and for not completing a business combination within 36 months of its IPO, triggering a delisting and trading suspension effective May 6, 2025. Following delisting, the Company’s securities will trade on the OTC Markets under tickers “IVCA,” “IVCAU,” and “IVCAW,” but liquidity and market efficiency are expected to be adversely affected with limited trading opportunities. The Company will remain subject to SEC reporting requirements, but there is no assurance that its securities will maintain an active or efficient trading market post-delisting.

Mobix Labs Inc. (MOBX - $32.3M) - Mobix Labs Inc. received delinquency notifications from Nasdaq for failing to meet the minimum bid price and market value of listed securities (MVLS) requirements, with the bid price below $1.00 and MVLS under $35 million for 30 consecutive business days. The Company has a 180-day compliance period ending October 27, 2025, to regain compliance by achieving the required bid price or MVLS for ten consecutive business days, with a possible second 180-day extension for the bid price. Failure to comply may lead to delisting, though the Company may appeal, but there is no assurance Nasdaq will grant continued listing.

Nautilus Biotechnology, Inc. (NAUT - $86.8M) - Nautilus Biotechnology, Inc. received a notice of non-compliance from Nasdaq for failing to maintain the minimum bid price of $1.00 per share over 30 consecutive business days, triggering a 180-day compliance period ending October 28, 2025, to regain compliance. If the Company does not meet the requirement within this period, it may seek a second compliance period by transferring to the Nasdaq Capital Market, subject to additional conditions including a possible reverse stock split. Failure to cure the deficiency or qualify for the second period could lead to delisting, with no assurance of continued listing on Nasdaq.

Novo Integrated Sciences, Inc. - Novo Integrated Sciences, Inc. has been delisted from Nasdaq due to failure to meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), with trading suspended on November 6, 2024. The Company’s common stock now trades on the OTC Market under the symbol “NVOS.” Nasdaq plans to file a Form 25 to complete the delisting, which will become effective 10 days after filing, but as of the report date, the Form 25 has not yet been filed.

Palisade Bio Inc. (PALI - $3.3M) - Palisade Bio 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 trading days, risking delisting from The Nasdaq Capital Market. The Company has a 180-day Compliance Period to regain the minimum bid price, with a potential additional 180-day extension if other listing standards are met. Failure to cure the deficiency within these timeframes will result in the stock being delisted, prompting the Company to consider options to restore compliance.

Board Nominees 📋

Ovid Therapeutics Inc. (OVID - $24.7M) - Ovid Therapeutics Inc. has scheduled its 2025 Annual Meeting of Stockholders for July 9, 2025, which is delayed by more than 30 days from the prior year’s meeting, prompting this Form 8-K filing. Stockholders must submit any qualified proposals or director nominations by May 12, 2025, to be considered for inclusion in the proxy materials or for nomination at the meeting. Additionally, stockholders intending to solicit proxies for director nominees other than the Company’s must comply with SEC Rule 14a-19 and provide notice by the same May 12 deadline.

Azitra, Inc. (AZTR - $4.8M) - Azitra, Inc. announced that its 2025 Annual Meeting of Stockholders will be held virtually on June 23, 2025, with a record date of May 28, 2025. Stockholders must submit qualified proposals for inclusion in proxy materials by May 15, 2025, and any nominations or business proposals outside Rule 14a-8 must be received by May 12, 2025, in compliance with the Company’s bylaws. Additionally, stockholders intending to solicit proxies for director nominees other than the Company’s must provide notice by May 12, 2025, to comply with universal proxy rules.

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