Friday Furnace - 05-16-2025

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📊 Detailed Summaries 📊

Audit Issues 🔍

Massimo Group (MAMO - $93.9M) - Massimo Group has concluded that its previously issued audited financial statements for the year ended December 31, 2024, should no longer be relied upon due to a material weakness in internal controls and an underestimation of holiday promotion markdowns, resulting in a $1.9 million reduction in sales and a $1.4 million reduction in net income. The Company will file an amended Form 10-K to restate the financials and disclose a remediation plan for the ineffective disclosure controls and procedures. This restatement reflects significant non-compliance with accurate financial reporting and highlights ongoing weaknesses in communication and control processes.

Debt Triggered 💣

Hilltop Holdings Inc. (HTH - $1.9B) - Hilltop Holdings Inc. reported no new or accelerated direct financial obligations or off-balance sheet arrangements under Item 2.04. The filing references information from Item 1.02, which contains the substantive details relevant to triggering events. There are no indications of non-compliance, impairment, or other adverse financial events disclosed in this section.

Executive Changes 👋

Akamai Technologies Inc. (AKAM - $11.1B) - Akamai Technologies' stockholders approved Amendment No. 3 to the Second Amended and Restated 2013 Stock Incentive Plan at the May 14, 2025 Annual Meeting, increasing the shares available for grant by 8,000,000. This amendment expands the Company's capacity to issue equity incentives to employees and directors. The updated plan is filed as Exhibit 10.1 and is now effective for future grants.

Axt Inc. (AXTI - $57.0M) - AXT Inc. announced that its stockholders approved the 2025 Equity Incentive Plan, which was previously approved by the Board on April 2, 2025. The 2025 Plan is designed to attract and retain key employees by granting various equity awards, including stock options, restricted stock, and performance shares, with vesting tied to service or performance goals. This plan replaces prior equity incentive arrangements and is detailed in the Company’s Proxy Statement filed on April 3, 2025, with the full plan document filed as Exhibit 10.1.

Acadian Asset Management Inc. (AAMI - $1.1B) - Acadian Asset Management Inc. appointed Scott Hynes as Senior Vice President and Chief Financial Officer, effective May 19, 2025, with an annual base salary of $450,000 and a target bonus of $1.05 million payable in cash and restricted stock units vesting over three years. Mr. Hynes’ prior experience includes CFO of KeyCorp’s Commercial Bank and finance leadership roles at State Street Corporation and J.P. Morgan. In the event of termination without cause, Mr. Hynes is entitled to separation payments equal to 12 months’ base salary and continuation of health benefits for 12 months, subject to a release of claims.

Azenta, Inc. (AZTA - $1.2B) - Azenta, Inc. announced the resignation of Jason W. Joseph as Senior Vice President, General Counsel and Secretary, effective May 15, 2025, with his employment ending June 30, 2025, under a severance agreement that includes full vesting acceleration of certain equity awards and continued vesting during a consulting period through November 30, 2025. In exchange, Mr. Joseph will provide consulting services and receive his annual performance incentive for fiscal 2025, with non-financial objectives deemed fully achieved. Ephraim Starr was appointed as Mr. Joseph’s successor, bringing extensive legal and industry experience from previous senior roles at Lean Focus, PHC Holdings, Danaher, Lenovo, and Honeywell.

Carlisle Companies Inc. (CSL - $16.9B) - Carlisle Companies appointed Christopher B. Gaskill as Vice President & General Counsel, succeeding Scott C. Selbach, who transitions to Executive Vice President, Government Relations but remains Secretary. Mr. Gaskill will participate in the Company’s supplemental pension plan and is covered by an executive severance agreement that provides significant benefits, including three years’ compensation and equity vesting, if terminated within three years of a change of control. There are no related party transactions or arrangements connected to Mr. Gaskill’s appointment that require disclosure under Item 404(a) of Regulation S-K.

Covenant Logistics Group Inc. (CVLG - $557.1M) - Covenant Logistics Group approved a 2025 Long-Term Incentive Plan granting named executive officers target awards ranging from $400,000 to $2,500,000, with David R. Parker receiving a cash award instead of restricted stock units due to his significant stock holdings. The awards are contingent on achieving specific performance goals over a three-year period ending December 31, 2028, including adjusted earnings per share (Adjusted EPS) and return on invested capital (ROIC), with payouts ranging from 50% to 200% of the target. Additionally, portions of the awards are tied to continued service milestones through July 1, 2028, emphasizing retention alongside performance incentives.

Celcuity Inc. (CELC - $384.1M) - Celcuity Inc. announced that its stockholders approved an amendment to the 2017 Stock Incentive Plan, increasing the shares available for issuance by 3,000,000, including a 2,500,000 share increase for incentive stock options. This Plan Amendment was previously approved by the Board of Directors and became effective immediately upon stockholder approval at the 2025 Annual Meeting. The amended plan details are incorporated by reference and were disclosed in the company’s proxy statement filed on April 1, 2025.

Celularity Inc (CELU - $40.0M) - Dean Kehler resigned from the Board of Directors of Celularity Inc. on May 14, 2025. The resignation was explicitly stated to be not the result of any disagreement with the Company. This departure reduces the number of directors and may impact board dynamics or governance.

Core Scientific, Inc./tx (CORZ - $2.8B) - Todd Becker resigned from Core Scientific’s Board and its committees effective May 13, 2025, with no disagreements cited regarding the Company’s operations or management. Elizabeth Crain was appointed to the Board and as Chair of the Audit Committee effective May 14, 2025, bringing extensive experience in investment banking and advisory roles. The Board confirmed Ms. Crain’s independence under Sarbanes-Oxley and Nasdaq standards, with no related party transactions or conflicts disclosed.

Cushman & Wakefield plc (CWK - $2.4B) - At the May 15, 2025 Annual Meeting, Cushman & Wakefield plc shareholders approved the Third Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan, increasing the total shares available for issuance to approximately 9.4 million ordinary shares. This plan aims to grant equity awards to employees, consultants, and independent contractors to incentivize continued service. The full details of the amended Management Omnibus Plan are filed as Exhibit 10.1 and incorporated by reference in this 8-K.

Delcath Systems Inc. (DCTH - $496.1M) - At the 2025 Annual Meeting, Delcath Systems Inc. stockholders approved an amendment to increase the shares available under the 2020 Omnibus Equity Incentive Plan by 2,200,000 and the 2021 Employee Stock Purchase Plan by 300,000. This expansion allows for additional stock option grants and employee stock purchases, potentially diluting existing shareholders but enhancing employee compensation incentives. Detailed terms of these plans are included in the Company’s 2025 Proxy Statement and the amended plans filed as Exhibits 10.1 and 10.2 to this 8-K.

Dutch Bros Inc. (BROS - $8.1B) - Dutch Bros Inc. appointed Nicholas Daddario as its principal accounting officer effective May 13, 2025, following his prior role as Chief Accounting Officer since January 2025. Mr. Daddario’s compensation includes a $350,000 annual base salary, eligibility for a 45% annual cash bonus, and restricted stock units valued at $150,000 initially and $300,000 annually under the Company’s Equity Incentive Plan. There are no related party transactions or arrangements influencing his appointment, and he is covered under the Company’s standard director and officer indemnification agreement.

Eve Holding, Inc. (EVEX - $1.2B) - María Cordón resigned from her position as a member of the board of directors and all board committees, including the audit committee, effective May 12, 2025. The resignation is explicitly stated to be not due to any disagreement with the Company regarding its operations, policies, or practices. This departure may impact board composition and committee oversight but does not indicate any underlying conflict or governance issue.

Full House Resorts Inc. (FLL - $113.0M) - Full House Resorts, Inc. has extended the employment term of Lewis Fanger through an Amendment to his Employment Agreement, now effective until August 4, 2025. This Amendment, effective May 15, 2025, leaves all other terms of the original agreement unchanged. The full text of the Amendment is filed as Exhibit 10.1 with this Form 8-K.

First American Financial Corp (FAF - $6.2B) - First American Financial Corp’s stockholders approved an amendment and restatement of the 2020 Incentive Compensation Plan (the “A&R Plan”) at the 2025 annual meeting, effective May 13, 2025. The A&R Plan increases the total number of shares available for awards to 8,425,000, adjusted for prior grants under the 2010 Plan between January 1, 2020, and May 5, 2020. This amendment reflects a significant update to the Company’s compensatory arrangements for officers and key employees, potentially impacting equity-based compensation expense and dilution.

Fossil Group, Inc. (FOSL - $70.2M) - Fossil Group, Inc. appointed Pamela Edwards and Wendy Schoppert to its Board of Directors and Audit Committee, effective May 16, 2025. Both directors received 25,000 restricted stock units under the 2024 Long-Term Incentive Plan, with potential additional grants valued up to $130,000 at the 2025 Annual Meeting, subject to continued service. There are no related party transactions or arrangements connected to their appointments, and each entered into the Company’s standard indemnification agreement.

GRAIL, Inc. (GRAL - $1.2B) - GRAIL, Inc. has amended the offer letters for President Josh Ofman and CFO Aaron Freidin, maintaining their base salaries at $655,000 and $560,000 respectively, with eligibility for a 50% target bonus under the Variable Compensation Plan. The amended agreements include enhanced severance provisions that provide for full acceleration of equity awards, lump sum payments of 12 months’ base salary plus target bonus, and 12 months of Company-paid COBRA coverage if terminated without Cause or resigning for Good Reason, with more favorable terms during a Change in Control period. Both NEOs retain indemnification rights and D&O policy coverage post-termination, ensuring continued protection against potential claims.

Gogo Inc. (GOGO - $1.6B) - Michael Abad-Santos resigned as a Class III director of Gogo Inc. effective May 12, 2025, with no disagreement cited regarding the Company’s operations or policies. Christopher J. Moore was appointed as a Class III director simultaneously with his resignation as a Class II director and is nominated for election at the June 12, 2025 Annual Meeting. The Board will decrease its size to eight directors following the Annual Meeting, reflecting the recent departures of Robert L. Crandall and Christopher D. Payne and aiming for more effective governance.

Gouverneur Bancorp, Inc./MD/ - Robert W. Barlow has resigned as President, CEO, and director of Gouverneur Bancorp, Inc. and Gouverneur Savings and Loan Association, effective May 13, 2025. Charles C. Van Vleet, Jr. has been appointed as Interim President and CEO of both entities, returning to a role he previously held from 2010 to 2021 and April 2023 to March 2024. There are no related party transactions, special arrangements, or new compensatory plans associated with Mr. Van Vleet’s appointment.

Henry Schein Inc. (HSIC - $8.4B) - Henry Schein Inc. appointed William K. “Dan” Daniel as an independent director to its Board, increasing the Board size to 16 members. Mr. Daniel also joined the Compensation Committee and Strategic Advisory Committee following satisfaction of all required regulatory approvals under the Hart-Scott-Rodino Act and laws of Sweden, Italy, and Spain. He will receive standard non-employee director compensation and enter into the Company’s standard indemnification agreement, with no related party transactions disclosed.

Herc Holdings Inc. (HRI - $3.5B) - Herc Holdings Inc. granted special retention equity awards valued at $1 million to COO Aaron D. Birnbaum, split evenly between restricted stock units (RSUs) and performance stock units (PSUs). The RSUs will cliff vest after three years, while the PSUs vest on December 31, 2027, contingent on achieving specified performance criteria based on Average ROIC and Average REBITDA margin. These awards are intended to incentivize long-term performance and retention, with terms consistent with previously filed equity agreements.

Hormel Foods Corp De (HRL - $16.1B) - Hormel Foods Corporation elected D. Scott Aakre, its Group Vice President and Chief Marketing Officer – Retail, to the Board of Directors effective May 15, 2025. As an employee, Mr. Aakre is not independent and will not join any Board committees or receive additional director compensation. This appointment does not affect the Company's compliance with Regulation FD.

Hudson Pacific Properties, Inc. (HPP - $321.0M) - Hudson Pacific Properties, Inc. announced that at its 2025 annual meeting, stockholders approved the Amended and Restated 2010 Incentive Award Plan, which increases the shares available for issuance by 7,259,450 and extends the grant period through April 22, 2035. This amendment significantly expands the company’s capacity to issue incentive stock options, potentially impacting dilution and executive compensation. The full terms are detailed in the Definitive Proxy Statement and the filed Exhibit 10.1 for further review.

INSMED Inc (INSM - $11.9B) - At the May 15, 2025 annual meeting, Insmed Incorporated’s shareholders approved Amendment No. 2 to the company’s 2019 Incentive Plan, previously adopted by the Board. The amendment modifies the terms and conditions of the incentive plan, which governs equity compensation for certain officers and employees. Detailed material terms are incorporated by reference from the company’s April 4, 2025 proxy statement and related prior filings, requiring review for full understanding of potential impacts on executive compensation.

Janus Henderson Group PLC (JHG - $5.7B) - James R. Lowry will resign as Global Chief Operating Officer of Janus Henderson Group PLC effective May 31, 2025. The Company’s subsidiary expects to enter into a Settlement Agreement with Mr. Lowry, providing him with certain departure benefits. These benefits include compensation under existing plans and a pro-rated bonus for the 2025 performance year, with his departure expected by August 31, 2025.

Karman Holdings Inc. (KRMN - $5.1B) - Karman Holdings Inc. appointed Mary Petryszyn to its Board of Directors effective May 13, 2025, with her term lasting until the first annual meeting following the Company's initial public offering. Ms. Petryszyn has not yet been assigned to any Board committees and will receive annual compensation per the existing director compensation policy disclosed in the 10-K. There are no related party transactions or special arrangements associated with her appointment, and she has entered into a standard Indemnification and Advance Agreement like other directors.

Kartoon Studios, Inc. (TOON - $29.3M) - At the 2025 Annual Meeting, Kartoon Studios, Inc. stockholders approved an amendment to increase the shares available under the 2020 Incentive Plan by 5,000,000. This increase expands the pool of common stock available for employee awards, potentially impacting dilution and compensation expenses. The detailed terms of the amended plan are incorporated by reference from the Company’s proxy statement filed on April 3, 2025.

Kindly MD, Inc. (KDLY - $23.5M) - Kindly MD, Inc. amended executive employment agreements on May 12, 2025, granting CEO Tim Pickett 7,479 stock options vesting September 1, 2025, plus 28,780 fully vested restricted shares, while CFO Jared Barrera and COO Adam Cox received 35,000 and 40,000 stock options vesting over nine months, respectively, with all executives waiving rights to future equity in the Company and affiliates. Independent directors Amy Powell, Christian Robinson, and Gary Seelhorst were granted fully vested restricted stock and stock options, including options that vest upon a change of control, also waiving rights to future equity in the Company and affiliates. All stock options were issued with exercise prices at or above the closing stock price on the day prior to the grant, reflecting a significant equity compensation restructuring with potential dilution implications.

Lazydays Holdings, Inc. (GORV - $16.5M) - Lazydays Holdings, Inc. appointed Kyle Richter as Chief Administrative Officer effective May 14, 2025, with his services provided through an engagement agreement with Berkeley Research Group, LLC, and he will not receive separate compensation from the Company. On the same date, directors Jordan Gnat and Suzanne Tager resigned from the Board and all committees, with no disagreements cited related to the Company’s operations or policies. The Board does not intend to fill these vacancies currently, aligning with its efforts to improve the Company’s financial performance.

Molson Coors Beverage Co (TAP - $11.0B) - Molson Coors Beverage Company’s stockholders approved an amendment and restatement of the Incentive Compensation Plan, increasing the authorized Class B common stock shares by 5,000,000 and extending the Plan’s term to May 14, 2035. The Plan also includes certain administrative changes and became effective immediately upon stockholder approval at the 2025 Annual Meeting. The full terms of the amended Plan are filed as Exhibit 10.1 and detailed in the Company’s Proxy Statement filed on April 2, 2025.

Morgan Stanley (MS - $195.2B) - Morgan Stanley shareholders approved an amendment to the Equity Incentive Compensation Plan (EICP) at the 2025 Annual Meeting, increasing the shares available for grants by 50 million and extending the plan term by three years. This amendment reflects the company's intent to continue incentivizing employees through equity awards under the updated EICP. The full terms of the amended EICP are detailed in the 2025 Proxy statement and filed as Exhibit 10.1, providing comprehensive information on the plan’s provisions.

Mallinckrodt plc - Mallinckrodt plc’s Board approved amendments to executive officers’ and non-employee directors’ RSU award agreements, accelerating full vesting upon termination without cause or for good reason. This change replaces the previous pro rata vesting approach, potentially increasing compensation liabilities upon qualifying departures. The amendments exclude CEO Sigurdur O. Olafsson and align with disclosures in the Company’s recent SEC filings.

Medpace Holdings, Inc. (MEDP - $8.5B) - At the 2025 Annual Meeting, Medpace Holdings, Inc. stockholders approved the Amended 2016 Incentive Award Plan, which extends the expiration date to February 6, 2035, without increasing the number of shares authorized for issuance. The Board of Directors had previously adopted the plan, contingent on stockholder approval. This approval ensures the continuation of the Company's equity incentive program under the extended terms.

Nutanix, Inc. (NTNX - $20.0B) - Nutanix, Inc. appointed Eric K. Brandt as an independent director effective May 15, 2025, with no material relationships or arrangements influencing his selection. David Humphrey resigned from the Board of Directors effective the same date, with no disagreement cited regarding the Company’s operations or policies. Mr. Brandt will receive standard compensation and enter into the Company’s customary indemnification agreement for directors.

Paychex Inc. (PAYX - $54.6B) - B. Thomas Golisano has resigned from the Paychex Board of Directors, effective after the July 2025 Board meeting. His departure is not related to any disagreement with the Company's operations, policies, or practices. This change will reduce the number of directors and may prompt a search for a replacement.

Prothena Corp Public LTD Co (PRTA - $399.9M) - At the May 13, 2025 Annual Meeting, Prothena Corporation plc shareholders approved an amendment to the 2018 Long Term Incentive Plan, increasing authorized shares for issuance by 2,000,000 ordinary shares. This amendment had prior approval from the Board of Directors and became effective immediately upon shareholder approval. The detailed terms of the amendment are incorporated by reference from the Company’s March 28, 2025 definitive proxy statement and filed as Exhibit 10.1.

Rent the Runway, Inc. (RENT - $17.1M) - Rent the Board of Directors elected Daniel Rosensweig as a Class I independent director, increasing the Board size from seven to eight members, and appointed him to the Finance Committee. Mr. Rosensweig’s compensation includes cash retainers and 1,685 restricted stock units, consistent with other non-employee directors, and he has a related party connection as the parent of a marketing team employee receiving $190,000 salary and equity awards. There are no arrangements influencing his selection, but the related party relationship is disclosed, which may warrant monitoring for potential conflicts of interest.

Syndax Pharmaceuticals Inc (SNDX - $920.7M) - Syndax Pharmaceuticals announced the appointment of Dr. Nicholas A.J. Botwood as Head of Research and Development and Chief Medical Officer, effective May 12, 2025, replacing Dr. Neil Gallagher who is resigning from these roles but will support the transition on an interim basis. Dr. Botwood joins with extensive oncology leadership experience from Bristol Myers Squibb and AstraZeneca and has no related party transactions or family ties with current executives. His employment includes a $540,000 base salary, a 45% target bonus, a stock option grant for 215,000 shares with a multi-year vesting schedule, and a performance-based restricted stock unit award of 23,400 units.

Tutor Perini Corp (TPC - $1.7B) - At the 2025 Annual Meeting, Tutor Perini Corporation shareholders approved an amendment and restatement of the Omnibus Incentive Plan, increasing the shares available for awards by 2,000,000 and extending the plan term to April 10, 2030. The Amended and Restated Plan, adopted by the Board on March 12, 2025, reflects significant changes to the Company's executive compensation framework. Details of the material terms are disclosed in the Company’s Proxy Statement filed on April 4, 2025.

Thayer Ventures Acquisition Corp II (TVAIU) - Thayer Ventures Acquisition Corp II appointed five new directors to its board effective May 14, 2025, including Ren Riley, Caroline Shin, and Robert Ghoorah, who also joined key committees with Riley chairing the Audit Committee and Shin chairing the Compensation Committee. The Sponsor transferred 25,000 Class B ordinary shares to each new director as compensation for their service. There are no related party transactions or arrangements requiring disclosure under Item 404(a) of Regulation S-K involving any of the new directors.

Travere Therapeutics, Inc. (TVTX - $1.8B) - Travere Therapeutics, Inc. announced that at its 2025 Annual Meeting, stockholders approved an amendment to the 2018 Equity Incentive Plan, increasing the authorized shares for issuance by 4,000,000 shares. This expansion allows the Company to grant additional equity awards under the plan, potentially impacting dilution and compensation expense. The full terms of the amended 2018 Plan are detailed in the definitive proxy statement and filed as Exhibit 99.1.

First Bancorp Pr (FBP - $3.2B) - First Bancorp Puerto Rico has entered into a Professional Services Agreement with Mr. Pancham, who will provide consulting services as an independent contractor from May 16, 2025, through December 31, 2025, at an hourly rate of $250. Mr. Pancham will focus on the Corporation’s mortgage and insurance businesses and operations in the Virgin Islands, committing between 20 to 40 hours per month unless otherwise approved. The Agreement includes non-competition and non-solicitation clauses effective for 12 months post-termination, which may limit Mr. Pancham’s future engagements in related areas.

Fiserv Inc. (FI - $102.1B) - Fiserv Inc. amended its March 17, 2025 Form 8-K to disclose that Stephanie Cohen was appointed to the Audit Committee and the Risk Committee of the board of directors effective May 14, 2025. This update clarifies her specific committee roles, which were not included in the original filing. There are no other changes or disclosures beyond this committee assignment update.

Material Agreements Signed 🖋️

1606 Corp - 1606 Corporation entered into an Equity Financing Agreement with GHS Investments LLC to receive up to $20 million over 24 months, contingent on the effectiveness of a registration statement with the SEC. The Company issued 400,000 commitment shares to GHS and agreed to register all Registrable Securities for resale, with a purchase price set at 80% of market price, increasing to 90% upon a NASDAQ uplisting, subject to a $2.00 per share floor. On May 14, 2025, the Company amended the agreement to extend the termination date to either the full $20 million purchase or 24 months from the amendment date, maintaining the original registration rights terms.

Aqua Metals, Inc. (AQMS - $8.6M) - Aqua Metals, Inc. entered into a material definitive agreement with Lincoln Park Capital Fund, LLC, under which Lincoln Park committed to purchase up to $10 million of the Company’s common stock over a 24-month period. The Company has the right, but not the obligation, to sell shares at its discretion, subject to certain price and volume limitations, with Lincoln Park obligated to purchase once conditions, including SEC registration, are met. This agreement provides Aqua Metals with a significant potential source of equity capital, enhancing liquidity without immediate dilution, but also imposes ongoing share issuance and resale obligations.

Archrock, Inc. (AROC - $4.4B) - Archrock, Inc. entered into a Second Amendment to its Amended and Restated Credit Agreement, increasing the aggregate commitments under its senior secured asset-based revolving credit facility from $1.1 billion to $1.5 billion. The amendment also allows the Borrowers to request further increases up to $2.25 billion, subject to lender discretion and certain conditions. This expanded credit capacity enhances Archrock’s financial flexibility for future operational and strategic needs.

Aura Biosciences, Inc. (AURA - $262.9M) - Aura Biosciences, Inc. completed a material definitive agreement for an underwritten public offering, issuing 11,735,565 shares of common stock, pre-funded warrants for 3,571,435 shares, and accompanying warrants for 3,826,750 shares, raising capital at a combined price of approximately $4.90 per unit. The pre-funded warrants have a nominal exercise price of $0.00001 and include ownership limits to prevent any holder from exceeding 9.99% (adjustable up to 19.99%) of outstanding common stock post-exercise, while the common stock warrants have a $4.90 exercise price and a five-year term with similar ownership restrictions and protections in the event of fundamental transactions. This offering, which closed on May 16, 2025, significantly dilutes existing shareholders but provides Aura with immediate capital to fund operations or strategic initiatives.

Blum Holdings Inc. - Blum Holdings, Inc. entered into a binding term sheet to acquire 100% of the membership interests of a holding company with equity in Cookies Creative Consulting & Promotions, Inc., issuing 489,131 shares of common stock and warrants valued at approximately $562,500. The final transaction structure remains undetermined pending due diligence and various legal, tax, and accounting considerations, with closing subject to customary conditions and necessary approvals. There is no assurance the acquisition will be completed, indicating potential transaction risk for investors.

Blackstone Private Real Estate Credit & Income Fund - Blackstone Private Real Estate Credit & Income Fund entered into a Material Definitive Agreement with Barclays Bank PLC for a Master Repurchase Agreement providing up to $500 million in advances to finance asset acquisitions or originations. The agreement includes a one-year initial term with renewal at the Buyer's discretion and contains a financial covenant requiring the Company to maintain a minimum net asset value based on share purchases and repurchases after June 30, 2025. The Company also executed a Guaranty guaranteeing certain obligations of its special-purpose subsidiary under the Repurchase Agreement.

Carver Bancorp Inc. (CARV - $7.2M) - Carver Federal Savings Bank, a subsidiary of Carver Bancorp, entered into a Formal Agreement with the Office of the Comptroller of the Currency (OCC) requiring the establishment of a Compliance Committee and the development of a three-year strategic plan focused on earnings performance, growth, capital, liquidity, and balance sheet mix. The Bank must also prepare an earnings program to improve and sustain profitability, subject to OCC review. This agreement reflects regulatory oversight and the Bank’s commitment under new leadership to achieve sustainable earnings and operational improvements.

Cracker Barrel Old Country Store Inc. (CBRL - $1.0B) - Cracker Barrel Old Country Store, Inc. entered into a Second Amended and Restated Credit Agreement that reduces its revolving credit facility from $700 million to $550 million and adds a new delayed draw term loan facility (DDTL) of up to $250 million, available until June 15, 2026. The New Credit Facility includes an uncommitted accordion feature allowing an increase of up to $200 million, subject to leverage ratio limits and lender commitments, with interest rates tied to Base Rate or Term SOFR plus variable margins based on leverage. Principal repayment is due by May 16, 2030, or earlier if certain convertible notes remain outstanding, with no scheduled principal payments on the revolving facility prior to maturity, indicating a restructuring of the Company's debt capacity and flexibility.

GCT Semiconductor Holding, Inc. (GCTS - $73.3M) - GCT Semiconductor Holding, Inc. completed a registered direct offering of 7,006,370 shares of common stock and warrants to purchase up to 10,509,555 shares, raising approximately $11 million in gross proceeds. The warrants have an exercise price of $1.71, become exercisable six months after issuance, and expire five years later, with anti-dilution adjustments included. The Company agreed to pay Roth Capital Partners a 7.0% cash fee as placement agent and imposed a 60-day lock-up on insiders, while restricting certain transactions for six months post-closing.

Global Payments Inc. (GPN - $19.6B) - Global Payments Inc. entered into a material definitive agreement establishing a $7.25 billion unsecured revolving credit facility with Bank of America and a syndicate of lenders, with $5.75 billion available immediately and an additional $1.5 billion contingent on the closing of the Worldpay acquisition. The facility matures in five years with up to two one-year extensions and includes customary covenants and a net leverage financial covenant, exposing the company to potential default risk if covenants are breached. Borrowings bear interest at variable rates plus a margin initially set at 1.375%, and the agreement replaces the prior credit facility dated August 19, 2022.

GOLUB CAPITAL BDC, Inc. (GBDC - $3.9B) - Golub Capital BDC, Inc. amended its Equity Distribution Agreement to increase the maximum amount of common shares available for sale under its ATM Program from $250 million to approximately $288 million. The amendment maintains all other material terms and is effective as of May 16, 2025, with shares sold pursuant to a new prospectus supplement filed that day. Dechert LLP provided a legality opinion confirming the validity of the shares to be sold under the updated agreement.

HPS Corporate Lending Fund - HPS Corporate Lending Fund entered into a Seventh Amendment to its Loan and Servicing Agreement, increasing the revolving credit facility to $1.25 billion and extending the maturity to May 15, 2030. The Amendment adjusts the Applicable Margin to a blended rate with a floor of 1.90% and introduces a new asset class eligible for the Borrowing Base without further lender approval, subject to specific criteria. These changes enhance the Fund’s liquidity and borrowing flexibility but may increase borrowing costs during the Amortization Period.

Hyatt Hotels Corp (H - $12.9B) - Hyatt Hotels Corporation entered into an amendment to the February 9, 2025 Purchase Agreement with Playa Hotels & Resorts and its subsidiary, clarifying that certain Company Restricted Shares not tenderable in the ongoing tender offer are excluded from Playa’s issued and outstanding share capital for the “Minimum Condition” definition. This amendment does not introduce any other changes to the Purchase Agreement. The clarification may impact the tender offer’s success criteria but does not indicate any non-compliance or termination of the agreement.

Invesco Ltd. (EELV) - Invesco Ltd. entered into a $1.0 billion unsecured Term Loan Agreement on May 16, 2025, consisting of a $500 million 3-year term loan and a $500 million 5-year term loan, to finance the repurchase of $1.0 billion of its outstanding Preferred Stock from MassMutual, including a 15% premium on liquidation preference. The 3-year loan is due in full by May 16, 2028, while the 5-year loan requires quarterly amortization starting in 2028 with full repayment by May 16, 2030, and both loans bear interest based on Term SOFR plus applicable margins tied to the Company’s credit ratings. The agreement includes restrictive covenants limiting liens, mergers, and asset sales, and allows for an increase of the Term Loans up to $1.5 billion at the borrower’s election, subject to lender commitments.

Klaviyo, Inc. (KVYO - $9.2B) - Klaviyo, Inc. entered into a material underwriting agreement with Goldman Sachs and Morgan Stanley for the sale of 10,969,078 shares of Series A common stock by CEO Andrew Bialecki, who exercised options to purchase 21,429,184 shares prior to the sale. The Company did not receive any proceeds from the sale, as all net proceeds were used by Mr. Bialecki to satisfy taxes related to the option exercises. The Offering was completed on May 16, 2025, under the Company’s automatic shelf registration statement, with customary indemnification and representations included in the agreement.

Light & Wonder, Inc. (LNW - $6.9B) - Light & Wonder, Inc. entered into a material definitive agreement for a new $800 million Term Loan A Facility maturing on May 15, 2028, secured by substantially all assets of the company and its subsidiaries. The loan requires quarterly amortization payments starting September 30, 2025, and includes a financial covenant limiting the consolidated net first lien leverage ratio to 4.50:1.00, with proceeds used to finance the acquisition of Grover Gaming’s charitable gaming business.

Mercedes-Benz Auto Lease Trust 2025-A - Mercedes-Benz Auto Lease Trust 2025-A entered into a material definitive underwriting agreement with BofA Securities, MUFG Securities Americas, and RBC Capital Markets for the issuance of $1,059,520,000 principal amount of Asset Backed Notes. The Notes will be offered pursuant to the Prospectus dated May 14, 2025. This agreement formalizes the terms for the securitization transaction involving Mercedes-Benz Trust Leasing and Mercedes-Benz Financial Services USA.

NanoVibronix, Inc. (NAOV - $3.4M) - NanoVibronix, Inc. entered into a material definitive agreement for a firm commitment underwritten public offering of 400,000 shares of newly designated Series G Convertible Preferred Stock and warrants to purchase up to 4,901,982 shares of common stock, with a combined public offering price of $25 per share and warrant. The Series G Preferred Stock carries a 9% cumulative dividend payable in cash or common stock, and the offering includes up to 2,205,883 common shares issuable upon dividend payment, which may significantly dilute existing shareholders. The Company agreed to a 90-day lock-up on issuing new common stock or convertible securities and a six-month restriction on variable rate transactions, limiting its capital-raising flexibility post-offering.

Nuburu, Inc. (BURU - $7.5M) - Nuburu, Inc. reported the entry into a material definitive agreement, indicating a significant contractual commitment. Details of this agreement are incorporated by reference from Item 2.03, which should be reviewed for full context. This filing signals a potentially impactful development for the company’s operations or financial position.

Penske Automotive Group Inc. (PAG - $10.5B) - Penske Automotive Group entered into an Amended and Restated Services Agreement with Mitsui USA, under which Mitsui USA employee and new Board member Yosuke Kawakami will assist in strategic development and technology evaluation for a quarterly fee of $87,500. The filing discloses a related party stockholders agreement involving Mitsui, Penske Corporation, and Penske Automotive Holdings, which governs director elections and share transfer rights, including tag along rights for Mitsui. Mitsui and Penske companies also hold registration rights for common stock, and Penske maintains a 28.9% interest in Penske Truck Leasing Co., jointly owned with Mitsui and Penske Corporation.

Playa Hotels & Resorts N.V. (PLYA - $1.7B) - Playa Hotels & Resorts N.V. and Hyatt Hotels Corporation amended their February 9, 2025 Purchase Agreement to clarify that Company Restricted Shares, which cannot be tendered in Hyatt’s ongoing tender offer, are excluded from Playa’s issued and outstanding share capital for determining the “Minimum Condition.” This amendment does not introduce any other changes to the Purchase Agreement. The clarification may impact the calculation of tender offer thresholds but does not alter the overall terms or obligations of the agreement.

Richtech Robotics Inc. (RR - $226.2M) - Richtech Robotics Inc. entered into a Material Definitive Agreement to establish an At The Market Offering Agreement with Rodman & Renshaw LLC as lead agent, allowing the company to offer and sell up to $100 million of Class B common stock. The offering will be conducted under a shelf registration statement declared effective by the SEC on May 15, 2025, with sales made through various market methods including Nasdaq and negotiated transactions. The company will pay a 3.0% commission to Rodman and granted Rodman exclusive sales agent rights for all ATM programs for the next twelve months, providing potential capital raising flexibility.

Senseonics Holdings, Inc. (SENS - $408.9M) - Senseonics Holdings, Inc. entered into a material definitive agreement to issue and sell 100 million shares of common stock at $0.50 per share, with underwriters granted a 30-day option to purchase an additional 15 million shares. The company expects to raise approximately $45.4 million in net proceeds, or $52.45 million if the option is fully exercised, with the offering closing anticipated on May 19, 2025. This equity offering may result in significant dilution for existing shareholders and reflects the company’s effort to strengthen its capital position.

Shift4 Payments, Inc. (FOUR - $5.9B) - Shift4 Payments, Inc. completed a material definitive agreement issuing €680 million of 5.500% Senior Notes due 2033 and $550 million of 6.750% Senior Notes due 2032, raising approximately $1.28 billion in net proceeds. The funds will be used for the Global Blue merger consideration, redemption or repayment of existing 4.625% senior notes due 2026, and general corporate purposes, including debt repayment and strategic growth initiatives. There is no assurance the Term Loan B credit facility will close as anticipated, nor that the 2026 Notes will be redeemed or repaid, posing potential refinancing risk.

Silo Pharma, Inc. (SILO - $3.7M) - Silo Pharma, Inc. has entered into a Material Definitive Agreement as detailed in Item 8.01 of the filing, which is incorporated by reference. The specific terms and implications of the Purchase Agreement are not disclosed in Item 1.01 but are critical to understanding the transaction. Investors should review Item 8.01 for the full details of this agreement to assess its impact on the company.

Super League Enterprise, Inc. (SLE - $2.7M) - Super League Enterprise, Inc. referenced Item 2.03 for details on the entry into a material definitive agreement, indicating a significant contractual development. The filing does not provide specific terms or implications within Item 1.01 itself, requiring review of Item 2.03 for actionable information. This cross-reference suggests the agreement may impact the company’s operations or financial position materially.

SurgePays, Inc. (SURG - $57.2M) - SurgePays, Inc. entered into a Senior Secured Convertible Note Purchase Agreement with Funicular Funds, LP, issuing a $6.999 million note with a 15% annual interest rate payable monthly in cash or PIK interest. The note includes a conversion option allowing the investor to convert principal and interest into common stock at $4.00 per share, subject to down-round adjustments and ownership limits of up to 19.99%. In case of an event of default, including bankruptcy, the investor may demand immediate redemption of all outstanding amounts with applicable premiums, posing potential liquidity risk to the Company.

Village Farms International, Inc. (VFF - $74.9M) - Village Farms International, Inc. entered into a Material Definitive Agreement to contribute its produce business assets to Vanguard Food LP in exchange for $40 million in cash (with $5 million escrowed) and a 37.9% equity stake in Vanguard, while Initial Investors contribute $55 million for a 62.1% stake. The transaction, expected to close in Q2 2025, includes multiple agreements such as a Transition Services Agreement and supply contracts, with Village Farms retaining ownership of key greenhouse facilities and maintaining pre-emptive rights. Key management appointments include Village Farms’ CEO Michael DeGiglio as Interim CEO of Vanguard and Charlie Sweat as Chairman, signaling continued operational involvement post-closing.

Private Stock Deals 💸

Direct Digital Holdings, Inc. (DRCT - $12.2M) - Direct Digital Holdings, Inc. sold 1,100,000 shares of Class A Common Stock in unregistered transactions for approximately $570,924, exceeding 5% of outstanding shares as of May 13, 2025. The shares were sold to New Circle Principal Investments LLC under an Equity Reserve Facility, relying on the exemption from registration under Section 4(a)(2) of the Securities Act. This transaction may impact share dilution and warrants monitoring due to the significant volume of unregistered stock sales.

Blackstone Real Estate Income Trust, Inc. - Blackstone Real Estate Income Trust, Inc. sold 95,425 unregistered shares of its Class C common stock on May 14, 2025, to a feeder vehicle primarily holding the Company’s Class I and Class C common stock interests. This transaction was exempt from registration under Section 4(a)(2) and Regulation S of the Securities Act of 1933. The total consideration received for the shares was approximately $1.46 million.

Deals Cancelled ❌

Oaktree Specialty Lending Corp (OCSL - $1.2B) - Oaktree Specialty Lending Corp terminated the OSI2 Facility by repaying all outstanding borrowings under the loan and security agreement dated July 26, 2019. The facility, which involved multiple lenders and agents including Citibank and Deutsche Bank, would have otherwise matured on January 26, 2029. This early repayment and termination may impact the company’s liquidity and capital structure going forward.

Shareholder Rights Change 📜

Presidio Property Trust, Inc. (SQFT - $9.3M) - Presidio Property Trust, Inc. reported a material modification of rights to security holders as referenced in Item 5.03 of the same 8-K filing. This indicates a significant change affecting the terms or privileges of the company's securities. Investors should review Item 5.03 for detailed information on the nature and impact of these modifications.

Audit Firm Swaps 🔄

CytoDyn Inc. - CytoDyn Inc. announced that Marcum LLP resigned as its independent registered public accounting firm effective May 14, 2025, following the acquisition of Marcum’s attest business by CBIZ CPAs P.C., which was subsequently engaged as the new auditor. Marcum’s audit report for the fiscal year ended May 31, 2024, included a going concern qualification but contained no disagreements or reportable events related to accounting principles or audit scope. The Company confirmed that it did not consult CBIZ on accounting or auditing matters prior to engagement, and Marcum has provided a letter agreeing with the disclosures in this filing.

Random Updates 🧩

Crown Holdings Inc. (CCK - $11.3B) - Crown Holdings Inc. announced a conditional notice of redemption for all $875 million outstanding 4.750% Senior Notes due 2026, scheduled for June 15, 2025, at 100% principal plus accrued interest. The redemption is contingent upon the issuance of $700 million 5.875% Senior Notes due 2033 by Crown Americas LLC under a Purchase Agreement dated May 12, 2025. If this condition is not met, the Issuers will not be obligated to redeem the 2026 Notes, creating uncertainty around the refinancing.

Willis Lease Finance Corp (WLFC - $964.6M) - Willis Lease Finance Corp announced the resignation of Dean Poulakidas as General Counsel and Corporate Secretary, resulting in a $6.8 million expense due to accelerated stock vesting and cash compensation. Clifton Dameron was appointed as the new General Counsel and Corporate Secretary, effective May 14, 2025, with no related party or conflict of interest disclosures. The accelerated stock expense is recognized immediately, impacting the company's financials in the current period.

Venu Holding Corp (VENU - $292.8M) - Venu Holding Corp acquired a 20-acre site in El Paso, Texas, to develop The Sunset Amphitheater under a Chapter 380 Economic Development Program Agreement, which includes an $8 million no-interest, forgivable loan from the City of El Paso contingent on project completion and event hosting milestones. The Company must invest at least $100 million, commence construction within 90 days of receiving all government approvals, secure a third-party operator for a 10-year term, and host a minimum of 40 national events annually to avoid repayment of incentives under a recapture schedule. Failure to meet these obligations could trigger remedies including repayment of rebates, posing potential financial and operational risks to Venu.

Arcadia Biosciences, Inc. (RKDA - $5.3M) - Arcadia Biosciences sold certain GoodWheat assets to Above Food Corp. and received a $6 million promissory note payable in three $2 million installments with accrued interest, with provisions allowing Arcadia to demand publicly traded shares as prepayment for the final installment. On May 1, 2025, Arcadia delivered a Notice to Above Food Corp. to issue approximately 3.5 million shares as prepayment, but as of the filing date, the Buyer has failed to pay the first $2 million principal installment plus approximately $475,000 interest and has not delivered the Prepayment Shares. This non-payment constitutes an event of default under the Note, exposing the Buyer to potential legal and financial consequences.

micromobility.com Inc. - Micromobility.com Inc. entered into a Standby Equity Purchase Agreement with Yorkville for up to $25 million, receiving a $2.75 million Pre-Paid Advance secured by a promissory note. Of the advance, $1.5 million held in escrow for settlement of an outstanding judgment will be returned to Yorkville due to failure to reach a resolution by the May 16, 2025 deadline. Additionally, $845,000 held in escrow for general administrative expenses will also be returned to Yorkville per their written instructions.

Agree Realty Corp (ADC - $8.3B) - Agree Realty Corp’s subsidiary, Agree Limited Partnership, entered into an underwriting agreement for a $400 million public offering of 5.600% Notes due 2035. The offering is supported by multiple underwriters including J.P. Morgan Securities LLC and Wells Fargo Securities, with the Parent Guarantor and other guarantors providing guarantees. This transaction will likely impact the company’s capital structure and debt obligations upon completion.

American Water Works Company, Inc. (AWK - $27.0B) - Kentucky American Water, a subsidiary of American Water Works (AWK), filed a rate request with the Kentucky Public Service Commission seeking $26.9 million in annualized incremental revenues plus $9.9 million in infrastructure surcharges, driven by approximately $212 million in capital investments through December 2026. The proposed rates include a 10.75% return on equity and a capital structure of 52.26% common equity and 47.74% debt, with interim rates expected to take effect by December 16, 2025, subject to refund based on final approval. The request remains subject to KPSC approval, with a final decision anticipated by the end of Q1 2026, introducing regulatory risk around the timing and amount of rate adjustments.

Angel Oak Mortgage REIT, Inc. (AOMN) - Angel Oak Mortgage REIT, Inc. has entered into an underwriting agreement for a $40.0 million public offering of 9.750% Senior Notes due 2030, with a 30-day option for an additional $6.0 million in over-allotments. The Notes will be fully and unconditionally guaranteed by the Guarantor and issued under a supplemental indenture to be filed with the SEC. Net proceeds, estimated at approximately $38.2 million (or up to $44.1 million if the option is exercised), will be used for general corporate purposes, including potential acquisitions of non-qualified residential mortgage loans and other assets aligned with the Company’s investment strategy.

Atara Biotherapeutics, Inc. (ATRA - $43.3M) - Atara Biotherapeutics entered into an underwriting agreement to sell 834,237 shares of common stock and pre-funded warrants for up to 1,587,108 shares, raising approximately $16.0 million in gross proceeds. The net proceeds will be used to fund ongoing activities aimed at achieving BLA approval for tab-cel, as well as for working capital and general corporate purposes. The offering is expected to close on May 16, 2025, and includes a 30-day restriction on the issuance and sale of additional shares post-closing.

BMO 2025-5C10 Mortgage Trust - On May 16, 2025, BMO Commercial Mortgage Securities LLC issued the BMO 2025-5C10 Mortgage Trust Commercial Mortgage Pass-Through Certificates under a Pooling and Servicing Agreement involving multiple servicers and trustees. The offering included Public Certificates totaling $552.6 million sold to a syndicate of Underwriters led by BMO Capital Markets, Citigroup, Deutsche Bank, Goldman Sachs, SG Americas, and UBS Securities, and Private Certificates totaling $20.1 million sold to the same group. A legal opinion confirming the validity and federal tax considerations of the Public Certificates was provided, with no indications of non-compliance or litigation disclosed.

Boston Beer Co Inc. (SAM - $2.7B) - Boston Beer Co. appointed Cynthia L. Swanson as Chair of the Audit Committee and Joseph H. Jordan as Chair of the Compensation Committee, with Julio N. Nemeth reappointed as Lead Director, reflecting key governance changes. Vice President, Finance & Chief Accounting Officer Matthew D. Murphy established a 10b5-1 trading plan to sell up to 4,155 shares for liquidity and diversification. The Company also initiated a 10b5-1 stock repurchase plan authorizing up to $50 million in buybacks from June 30 to September 26, 2025.

Columbia Banking System Inc. (COLB - $5.0B) - Columbia Banking System, Inc. announced a quarterly cash dividend of $0.36 per common share, approved by its Board of Directors. The dividend will be payable on June 16, 2025, to shareholders of record as of May 30, 2025. This action reflects the company’s ongoing commitment to returning capital to shareholders.

CaliberCos Inc. (CWD - $5.1M) - CaliberCos Inc. regained compliance with Nasdaq's minimum bid price requirement as of May 16, 2025, according to formal notice from The Nasdaq Stock Market LLC. This resolves prior non-compliance concerns related to Nasdaq Listing Rule 5550(a)(2). The Company will continue to be listed and traded on The Nasdaq Capital Market, avoiding potential delisting risks.

Distoken Acquisition Corp (DIST - $38.4M) - Distoken Acquisition Corp has postponed its extraordinary general meeting of shareholders from May 21, 2025, to May 30, 2025, delaying the vote on the proposed business combination with Youlife Group Inc. and Youlife International Holdings Inc. The deadline for holders of Public Shares to submit or withdraw their shares for redemption has been extended to May 28, 2025, allowing shareholders additional time to reconsider their redemption decisions. The Company continues to solicit proxies and advises shareholders to review the definitive proxy statement and related SEC filings for important information regarding the Business Combination.

EGH Acquisition Corp. (EGHAU) - EGH Acquisition Corp. completed its IPO on May 12, 2025, issuing 15,000,000 units at $10.00 each, raising gross proceeds of $150 million, with an additional 500,000 units sold in a Private Placement for $5 million. The Company granted underwriters a 45-day option to purchase up to 2,250,000 additional units to cover over-allotments. All proceeds totaling $150 million, including up to $6 million of the underwriter’s deferred discount, were placed in a U.S.-based trust account, with an audited balance sheet reflecting these transactions filed as Exhibit 99.1.

Nordstrom Inc. (JWN - $4.1B) - Nordstrom Inc. announced that its shareholders have approved the Merger Agreement with Norse Holdings, Inc., with the Merger expected to close on or around May 20, 2025, subject to remaining conditions. Upon closing, Nordstrom will become a wholly owned subsidiary of Norse Holdings, and the Company is entitled to declare a special cash dividend of up to $0.25 per share, contingent on maintaining a minimum cash balance of $410 million. Additionally, a stub period dividend will be paid to shareholders of record prior to the Merger's effective time, providing immediate shareholder value upon the transaction's completion.

Orange County Bancorp, Inc. /DE/ (OBT - $293.7M) - Orange County Bancorp, Inc. declared a cash dividend of $0.13 per share of common stock. The dividend is payable on June 16, 2025, to shareholders of record as of June 4, 2025. This announcement reflects the company’s ongoing commitment to returning value to shareholders.

Pimco Corporate Income Opportunity Fund (PTY - $2.5B) - PIMCO Corporate & Income Opportunity Fund (PTY) posted an amended and restated Section 19 Notice estimating the sources of its distribution payable May 1, 2025. This notice provides updated transparency on the Fund’s distribution composition for shareholders of record on April 11, 2025. There are no indications of non-compliance or adverse events related to this distribution in the filing.

PIMCO Dynamic Income Fund (PDI - $6.7B) - PIMCO Dynamic Income Fund (PDI) posted an amended and restated Section 19 Notice estimating the sources of its distribution payable May 1, 2025. This update affects shareholders of record as of April 11, 2025. The notice provides important details on the composition of the upcoming distribution.

Sempra (SRE - $49.2B) - Sempra’s indirect subsidiary, Southern California Gas Company, completed a $1.1 billion bond offering consisting of 5.450% Series DDD Bonds due 2035 and 6.000% Series EEE Bonds due 2055, with net proceeds reflecting slight discounts on the principal amounts. Both bond series are redeemable prior to maturity at the Company’s option and pay interest semiannually starting December 15, 2025. The issuance was registered under a Form S-3 registration statement, with related supplemental indentures and underwriting agreements filed as exhibits, indicating no non-compliance or litigation concerns disclosed.

Savers Value Village, Inc. (SVV - $1.7B) - Savers Value Village, Inc. completed a secondary offering of 15,000,000 shares by certain selling stockholders, including Ares Management LLC and the CEO, at $9.25 per share, with no proceeds received by the Company. Concurrently, the Company executed a share repurchase of 2,258,132 shares from the underwriters using existing cash on hand. The Offering was conducted under a shelf registration statement on Form S-3, effective May 14, 2025, and the full terms are detailed in the Underwriting Agreement filed as Exhibit 1.1.

Tlgy Acquisition Corp - Tlgy Acquisition Corp has extended the deadline to complete its initial business combination by one month, moving the Termination Date from May 17, 2025, to June 16, 2025. This extension was made possible by a $24,494.35 deposit from the Company’s sponsor or its affiliates into the trust account. The additional time may provide the Company with a better opportunity to finalize its business combination before the new deadline.

Valley National Bancorp (VLY - $4.9B) - Valley National Bancorp has initiated the redemption of its 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030, totaling $115 million in principal. The redemption will occur on June 15, 2025, at 100% of principal plus accrued interest, after which no securities will remain outstanding. This action will eliminate the related debt obligation from the company’s balance sheet upon completion.

Waste Connections, Inc. (WCN - $48.2B) - Waste Connections, Inc. announced that its Shareholders elected all nominees for the Company's board of directors as listed under Item 5.07 at the recent meeting. This election confirms the continuity of the current board composition. No negative events such as resignations or non-compliance were reported in this filing.

Zillow Group Inc. (Z - $16.4B) - Zillow Group Inc. fully settled its approximately $419 million outstanding principal amount of 2.75% Convertible Senior Notes due 2025 on May 15, 2025, becoming debt-free except for credit facility borrowings related to Zillow Home Loans. The Company paid approximately $425 million in aggregate cash, including principal, accrued interest, and a nominal payment for fractional shares. Additionally, Zillow delivered 1,385 shares of its Class C capital stock to noteholders as part of the settlement.

Earnings Drops 🧮

Upexi Inc. (UPXI - $369.6M) - Upexi Inc. furnished its quarterly financial and operational results for the period ended March 31, 2025, via a press release attached as Exhibit 99.1. This information is provided for transparency but is explicitly not filed under Section 18 of the Exchange Act, limiting the Company’s liability related to these disclosures. There are no indications of non-compliance, impairment, or other negative events in this filing.

OS Therapies Inc (OSTX - $42.2M) - OS Therapies Inc (OSTX) announced its financial results for the quarter ended March 31, 2025, via a press release dated May 16, 2025. The press release is furnished as Exhibit 99.1 but is not deemed filed under the Securities Exchange Act and is not incorporated by reference in other filings. There are no indications of negative developments such as impairment, litigation, or non-compliance in this disclosure.

Amesite Inc. (AMST - $10.0M) - Amesite Inc. announced its third quarter financial results for the period ended March 31, 2025, via a press release dated May 16, 2025. The update is furnished as Exhibit 99.1 to the Form 8-K but is explicitly not filed for purposes of Section 18 of the Securities Exchange Act and is not incorporated by reference into other filings. No mention of negative events such as impairment, litigation, or non-compliance was disclosed in this filing.

Charter Tweaks ✏️

Tesla, Inc. (TSLA - $1025.5B) - Tesla, Inc. has amended its Bylaws to include a jury trial waiver for internal entity claims and established a 3% ownership threshold for shareholders to initiate or maintain derivative proceedings. These changes also clarify the scope of the exclusive forum provision under Texas law. The amendments became effective on May 15, 2025, potentially limiting shareholder litigation rights.

Amphenol Corp De (APH - $98.0B) - Amphenol Corporation’s stockholders approved a Charter Amendment to increase the authorized shares of Class A Common Stock from 2 billion to 5 billion. This amendment became effective on May 15, 2025, upon filing with the Delaware Secretary of State. The increase in authorized shares could enable future equity financing or stock-based transactions, potentially diluting existing shareholders.

Agree Realty Corp (ADC - $8.3B) - Agree Realty Corp filed an amendment to its Articles of Incorporation increasing the number of authorized shares of common stock from 180 million to 360 million. This change was approved by stockholders and effectively doubles the potential equity issuance capacity. The amendment may impact shareholder dilution and capital raising strategies going forward.

Coca-Cola Consolidated, Inc. (COKE - $10.0B) - Coca-Cola Consolidated, Inc. completed a 10-for-1 stock split of its Common Stock and Class B Common Stock, effective May 16, 2025, following stockholder approval at the 2025 Annual Meeting. The number of authorized shares was proportionately increased, and shareholders of record on May 16, 2025, will receive 9 additional shares for each share held, with trading on a split-adjusted basis expected to begin around May 27, 2025. The Company’s Common Stock will continue trading on NASDAQ under the symbol "COKE," with no change to CUSIP numbers or par values, and existing stock certificates remain valid without the need for exchange.

Hilton Worldwide Holdings Inc. (HLT - $57.8B) - Hilton Worldwide Holdings Inc. received stockholder approval at its 2025 Annual Meeting to amend its Certificate of Incorporation by eliminating the supermajority requirement for stockholders to amend the By-Laws and providing for exculpation of certain officers as permitted under Delaware law. The Company filed the Certificates of Amendment and a Restated Certificate of Incorporation reflecting these changes with the Delaware Secretary of State on May 14, 2025. Additionally, the Board approved an amendment to the By-Laws to reflect the removal of the supermajority voting requirement, effective immediately.

Option Care Health, Inc. (OPCH - $5.2B) - Option Care Health, Inc. announced that, effective upon stockholder approval at the 2025 Annual Meeting, the Board of Directors unanimously adopted the Fourth Amended and Restated Certificate of Incorporation and the Sixth Amended and Restated Bylaws. Key changes include granting stockholders the right to request a special meeting, eliminating or limiting monetary liability for certain officers, and removing references to HC Group and Series A Preferred Stock. These amendments also modify procedural mechanics and disclosure requirements, potentially impacting governance and shareholder rights.

Reg FD Buzz 🗞️

Armour Residential REIT, Inc. (ARR - $1.4B) - Armour Residential REIT, Inc. disclosed a presentation update on its financial position, business, and operations dated May 16, 2025. The presentation is furnished under Item 7.01 but is not deemed filed under the Securities Exchange Act unless specifically incorporated by reference. There are no indications of non-compliance, impairment, or litigation in this disclosure.

Chesapeake Utilities Corp (CPK - $3.0B) - Chesapeake Utilities Corp will present forward-looking information at the 2025 American Gas Association Financial Forum on May 18, 2025. The investor presentation is attached as Exhibit 99.1 and is available on the Company’s website. This disclosure is furnished under Regulation FD and is not filed or subject to liability under Section 18 of the Securities Exchange Act.

Dte Energy Co (DTB) - DTE Energy provided 2025 operating earnings guidance in a presentation to investors, noting that certain items impacting reported results will likely be excluded from operating results. The company did not provide reconciliations to reported earnings guidance due to the inability to reliably forecast non-recurring items, mark-to-market adjustments, and discontinued operations, which may cause significant fluctuations. This disclosure is furnished under Regulation FD and is not deemed filed or incorporated by reference for liability purposes under the Securities Exchange Act.

Gaucho Group Holdings, Inc. - Gaucho Group Holdings, Inc. provided an update on its ongoing Chapter 11 Reorganization, emphasizing the substantial risks and speculative nature of trading its common stock during this process. The Company cautioned that stock prices may bear little relation to any actual recovery by shareholders and urged extreme caution for investors. Forward-looking statements highlight uncertainties related to the bankruptcy outcome, the Company’s ability to improve liquidity, raise funds, and the potential impact on its Nasdaq listing and business operations.

Grove Collaborative Holdings, Inc. (GROV - $47.1M) - Grove Collaborative Holdings, Inc. issued a press release on May 16, 2025, related to a NYSE Notice referenced in Item 3.01 of this Form 8-K. The press release is attached as Exhibit 99.1 and is incorporated by reference but is explicitly not deemed filed under Section 18 of the Securities Exchange Act, limiting liability. This disclosure clarifies that the information is not incorporated by reference into other filings unless specifically stated.

HireQuest, Inc. (HQI - $139.5M) - HireQuest, Inc. declared a quarterly cash dividend of $0.06 per share, payable on June 16, 2025, with a record date of June 2, 2025. The dividend payment is subject to Board approval and may be revoked prior to the payment date, reflecting potential risks related to the Company’s financial condition and cash flow. Future dividends are not guaranteed and depend on ongoing financial performance, compliance with laws, and restrictions under financing agreements.

Icahn Enterprises L P (IEP - $4.8B) - Icahn Enterprises L.P. has provided updated presentation materials for use in investor and media meetings, as disclosed in Item 7.01. This information is furnished under Regulation FD and is not deemed filed or subject to Section 18 liability of the Securities Exchange Act. The materials will not be incorporated by reference into any SEC filings unless explicitly stated.

Strategic Storage Trust VI, Inc. - Strategic Storage Trust VI, Inc. issued a press release on May 16, 2025, disclosing its financial results for the quarter ended March 31, 2025, which is furnished as Exhibit 99.1 to this 8-K. The disclosure is made under Regulation FD and is explicitly stated as not filed for purposes of Section 18 of the Securities Exchange Act, thus limiting the Company’s liability related to this information. Investors should note that this information is not incorporated by reference into other filings, reducing its formal regulatory impact.

Strategic Student & Senior Housing Trust, Inc. - Strategic Student & Senior Housing Trust, Inc. furnished a letter to stockholders as Exhibit 99.1 in this Form 8-K under Item 7.01 on May 16, 2025. The disclosure is provided under Regulation FD and is explicitly not filed for purposes of Section 18 of the Securities Exchange Act, limiting the Company's liability. This information will not be incorporated by reference into any future filings, reducing its formal regulatory impact.

Wec Energy Group Inc. (WEC - $34.3B) - WEC Energy Group disclosed that its representatives will participate in upcoming investor meetings and provided the related presentation slides as Exhibit 99.1. There are no indications of non-compliance, litigation, or other negative developments in this disclosure. This item primarily serves as an update on investor communications without material impact on the company’s financial or operational status.

Financial Attachments 📎

Advanced Micro Devices Inc. (AMD - $166.7B) - AMD filed an amendment to its Certificate of Incorporation dated May 15, 2025, as disclosed in Item 9.01. There are no indications of non-compliance, litigation, or other adverse events associated with this filing. The update primarily reflects corporate governance changes without immediate financial or operational impact.

Omeros Corp (OMER - $360.3M) - Omeros Corp filed a Second Supplemental Indenture dated May 14, 2025, with Computershare Trust Company as trustee, indicating an amendment or addition to existing debt agreements. This filing does not disclose any negative events such as impairment, litigation, or non-compliance. The update primarily affects the company's debt structure and trustee arrangements, which may impact future financing or covenant terms.

TrueBlue, Inc. (TBI - $131.4M) - The filing for TrueBlue, Inc. under Item 9.01 contains only the cover page interactive data file formatted as Inline XBRL. There are no disclosures of financial statements, amendments, or material events in this report. This filing does not indicate any negative developments or actionable changes for investors.

Ondas Holdings Inc. (ONDS - $102.1M) - The Item 9.01 filing for Ondas Holdings Inc. contains only the Cover Page Interactive Data File embedded within the Inline XBRL document. There are no disclosures of financial restatements, impairments, or other material events in this filing. This filing does not indicate any non-compliance, litigation, or management changes.

MultiSensor AI Holdings, Inc. (MSAI - $27.0M) - The Item 9.01 filing for MultiSensor AI Holdings, Inc. includes only the submission of an Exhibit consisting of the Cover Page Interactive Data File in Inline XBRL format. There are no disclosures of financial statements, material events, or significant developments in this filing. This filing does not indicate any non-compliance, litigation, or other actionable issues.

Pharma-Bio Serv, Inc. - Pharma-Bio Serv, Inc. filed an Item 9.01 disclosure providing its financial statements and exhibits. The filing includes an Interactive Data File embedded within the Inline XBRL document as Exhibit 104. There are no indications of non-compliance, litigation, or other adverse events disclosed in this item.

BMO 2025-5C10 Mortgage Trust - The filing for BMO 2025-5C10 Mortgage Trust under Item 9.01 includes the Pooling and Servicing Agreement and the Project Midway Co-Lender Agreement as exhibits. There are no disclosures of non-compliance, litigation, or other adverse events in this filing. This submission primarily provides updated contractual agreements relevant to the trust’s operations.

Cheniere Energy, Inc. (LNG - $51.9B) - The Item 9.01 filing for Cheniere Energy, Inc. contains only the Cover Page Interactive Data File embedded within the Inline XBRL document. There are no disclosures of financial impairments, litigation, or other material events in this filing. This submission is purely technical and does not indicate any negative developments or changes affecting the company.

Skyworks Solutions Inc. (SWKS - $10.5B) - The Item 9.01 filing for Skyworks Solutions Inc. includes only the submission of an interactive data file formatted as Inline XBRL. There are no disclosures of financial restatements, impairments, or other material events in this filing. This filing does not indicate any non-compliance, litigation, or operational changes requiring immediate action.

Mirion Technologies, Inc. (MIR - $3.8B) - The Item 9.01 filing for Mirion Technologies, Inc. contains only the Exhibit 104 Cover Page Interactive Data File embedded within the Inline XBRL document. There are no disclosures of financial restatements, non-compliance, or other material events in this filing. This submission is purely technical and does not indicate any negative developments or changes requiring immediate action.

Western Union CO (WU - $3.2B) - Western Union Co filed an Item 9.01 report providing financial statements and exhibits. The filing includes an Inline XBRL Document Set and a Cover Page Interactive Data File for the current Form 8-K. There are no disclosures of negative events or material changes in this filing.

Power Integrations Inc. (POWI - $3.0B) - The Item 9.01 filing for Power Integrations Inc. contains only the Exhibit 104, which is the Cover Page Interactive Data File formatted as Inline XBRL. There are no disclosures of financial restatements, non-compliance, or other material events in this filing. Therefore, no actionable financial or operational information is presented in this submission.

Eos Energy Enterprises, Inc. (EOSE - $1.4B) - The Item 9.01 filing for Eos Energy Enterprises, Inc. (EOSE) contains only the cover page of the Current Report on Form 8-K formatted in Inline XBRL. No financial statements, exhibits, or other substantive disclosures were included. Therefore, there is no new actionable financial or operational information provided in this filing.

Frontier Group Holdings, Inc. (ULCC - $883.7M) - Frontier Group Holdings, Inc. filed an amendment to its Certificate of Incorporation, as reflected in Exhibit 3.1. This filing does not indicate any non-compliance, litigation, or other adverse events. The update primarily involves corporate governance documentation without immediate financial or operational impact.

Whitestone REIT (WSR - $640.8M) - Whitestone REIT filed an amendment to its 2018 Long-Term Equity Incentive Ownership Plan, as detailed in Exhibit 10.1, which is incorporated by reference from its Definitive Proxy Statement filed on April 4, 2025. There are no indications of non-compliance, litigation, or other negative events associated with this filing. This amendment may impact equity compensation but does not reflect any terminated plans or impairment.

Shareholder Votes 🗳️

Aemetis Inc. (AMTX - $71.4M) - Aemetis, Inc. elected Eric A. McAfee and Francis P. Barton as Class I directors to serve until the 2028 annual meeting, securing their positions on the Board. The stockholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Additionally, the advisory approval of the compensation for the Named Executive Officers passed with 83% of votes cast in favor, indicating strong shareholder support.

Atomera Inc (ATOM - $197.7M) - At the 2025 Annual Meeting, Atomera Inc. stockholders elected all five directors to the Board for terms expiring in 2026, with notable withheld votes ranging from approximately 1.8 to 2.2 million shares. The stockholders ratified CBIZ CPAs P.C. as the independent registered public accounting firm, with over 18 million votes in favor and about 1.3 million against. Additionally, the stockholders approved, on an advisory basis, the executive compensation and Amendment No. 1 to the 2023 Stock Incentive Plan, though both items faced significant opposition and large broker non-votes.

Everest Group LTD (EG - $14.8B) - At the May 14, 2025 Annual General Meeting, Everest Group shareholders elected nine directors, including John J. Amore and Meryl Hartzband, with some directors receiving significant opposition votes. The shareholders appointed KPMG as the independent registered public accounting firm for fiscal year 2025 and approved the 2025 Employee Stock Purchase Plan. Additionally, the 2024 compensation for Named Executive Officers was approved by a non-binding advisory vote, despite notable dissent.

First Solar Inc. (FSLR - $15.1B) - At First Solar’s 2025 annual meeting, all nine board nominees were elected, with several directors receiving significant opposition votes, notably Paul H. Stebbins and Michael Sweeney. Stockholders ratified PricewaterhouseCoopers LLP as the independent auditor for 2025 despite over 11 million votes against. A stockholder proposal to adopt a special shareholder meeting improvement was rejected by a wide margin, indicating resistance to changes in shareholder meeting procedures.

Fiserv Inc. (FI - $102.1B) - At Fiserv Inc.’s May 14, 2025 annual meeting, shareholders elected ten directors with significant votes withheld for Doyle R. Simons and two others, indicating some shareholder dissent. The advisory vote to approve the named executive officers’ compensation passed with over 40 million votes against, reflecting notable opposition. Additionally, shareholders rejected a proposal to amend the Compensation Recoupment Policy, maintaining the current policy despite substantial shareholder interest in changes.

Flotek Industries Inc. Cn (FTK - $352.6M) - At the May 16, 2025 annual meeting, Flotek Industries shareholders elected all six director nominees, including Matt D. Wilks who received significant opposition with 4.2 million votes against. The shareholders also approved, on a non-binding basis, the compensation of named executive officers and ratified KPMG LLP as the independent auditor for 2025 despite notable abstentions. Additionally, amendments to the 2018 Long-Term Incentive Plan and the 2012 Employee Stock Purchase Plan were approved, reflecting continued support for executive compensation and employee equity programs.

Hess Corp (HES - $40.9B) - At the Hess Corp 2025 annual meeting, all twelve director nominees were elected for one-year terms with strong shareholder support. The advisory vote on executive compensation passed with 95.6% approval, indicating broad shareholder endorsement of pay practices. Additionally, the appointment of Ernst & Young LLP as independent registered public accountants for 2025 was ratified with 96.5% of votes in favor.

Host Hotels Resorts Inc. (HST - $10.2B) - Host Hotels & Resorts Inc. successfully elected nine directors for one-year terms at its May 14, 2025 annual meeting, with all nominees receiving majority support. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accountants for 2025 despite a notable 31.6 million votes against. The Company’s executive compensation received strong approval, passing an advisory vote with approximately 88% of votes cast in favor.

Idacorp Inc. (IDA - $6.2B) - At the 2025 Annual Meeting, IDACORP elected all Board nominees, including new member Michael J. Kennedy, with each receiving a plurality of votes, ensuring continuity in governance. Shareholders approved the advisory resolution on executive compensation and ratified the amendment to the 2000 Long-Term Incentive and Compensation Plan, authorizing 1,100,000 additional shares. Additionally, Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2025, maintaining the existing auditor relationship.

Jetblue Airways Corp (JBLU - $1.7B) - At JetBlue Airways’ Annual Meeting on May 14, 2025, all thirteen director nominees were elected to the Board of Directors with significant shareholder support. The stockholders approved the advisory vote on executive compensation, indicating general acceptance of the company’s pay practices despite notable opposition. Additionally, shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025.

Las Vegas Sands Corp (LVS - $28.1B) - Las Vegas Sands Corp held its Annual Meeting on May 15, 2025, where all nine director nominees were elected to serve until the 2026 Annual Meeting, though several nominees received significant votes withheld, indicating notable shareholder dissent. The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 with overwhelming support. However, the advisory (non-binding) vote on executive compensation showed substantial opposition, with approximately 37% voting against, signaling potential shareholder discontent with pay practices.

MIDDLEBY Corp (MIDD - $7.5B) - At the 2025 Annual Meeting, all ten director nominees were elected to Middleby’s Board of Directors to serve until the 2026 Annual Meeting. The advisory vote on executive compensation was approved, with 44.2 million shares in favor and 2.4 million against. Ernst & Young LLP was ratified as the Company’s independent public accountants for the fiscal year ending January 3, 2026.

Mallinckrodt plc - At the 2025 Annual General Meeting, Mallinckrodt plc shareholders elected all director nominees with overwhelming support, each receiving over 16 million votes for and minimal opposition. Shareholders also approved the re-appointment of PricewaterhouseCoopers LLP as independent auditors with a strong majority and authorized the Audit Committee to set their remuneration. The advisory vote on the Company’s executive compensation passed with a majority, though it received the highest level of opposition and abstentions among the proposals.

Otis Worldwide Corp (OTIS - $38.3B) - At Otis Worldwide Corp’s 2025 Annual Meeting, all director nominees were elected, though some faced significant opposition, notably Shailesh G. Jejurikar and Judith F. Marks with over 18 million votes against each. The advisory proposal on executive compensation was not approved, receiving 202 million votes against, signaling strong shareholder dissatisfaction with pay practices. PricewaterhouseCoopers LLP was appointed as Independent Auditor for 2025, while the proposal on political contributions reporting was also rejected by shareholders.

Perpetua Resources Corp (PPTA - $1.1B) - At Perpetua Resources Corp’s 2025 Annual General Meeting, all nominated directors were elected to serve until the 2026 annual meeting, with strong shareholder support despite some opposition votes. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025. There were no other matters submitted for shareholder action, indicating no additional significant corporate governance changes or issues disclosed.

Potbelly Corp (PBPB - $297.8M) - Potbelly Corporation’s stockholders approved the election of all eight director nominees and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2025. The stockholders also approved, on an advisory basis, the 2024 compensation of the named executive officers. Additionally, the stockholders approved an amendment to increase the number of shares authorized under the 2019 Long-Term Incentive Plan, potentially diluting existing shareholders.

Rekor Systems, Inc. (REKR - $113.1M) - At the Annual Meeting, all nine director nominees were elected to serve until the next annual meeting or their earlier resignation or removal. Stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent public accountant for fiscal year 2025. The advisory vote on executive compensation was approved by stockholders, despite a significant number of abstentions and broker non-votes.

Safehold Inc. (SAFE - $1.1B) - Safehold Inc. held its Annual Meeting on May 15, 2025, where five directors were elected to serve until the 2026 Annual Meeting, with notable withheld votes for several nominees indicating some shareholder dissent. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025 was ratified with overwhelming shareholder approval. Additionally, the non-binding, advisory Say-on-Pay vote to approve executive compensation passed, though it faced a significant number of against votes, signaling some shareholder concern over executive pay.

Tractor Supply Co De (TSCO - $27.2B) - At the 2025 Annual Meeting, Tractor Supply Company's stockholders elected all director nominees and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2025. The stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers and passed an amendment to the Restated Certificate of Incorporation providing for the exculpation of officers under Delaware law. Notably, the amendment faced the highest opposition with over 48 million votes against, indicating some shareholder concern regarding officer liability protections.

XPO, Inc. (XPO - $13.1B) - At the 2025 Annual Meeting, XPO, Inc. stockholders elected all nominated directors, with Brad Jacobs and Allison Landry receiving the highest votes in favor. The stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025 by an overwhelming majority. Additionally, the advisory vote to approve the Company’s executive compensation was approved, indicating shareholder support for management’s pay practices.

Xylem Inc. (XYL - $29.9B) - At Xylem Inc.’s 2025 Annual Meeting, all nine director nominees were elected, with some receiving significant opposition, notably Jerome A. Peribere who had over 26 million votes against. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025. The advisory vote on named executive compensation was approved despite notable dissent, while a shareholder proposal to improve special shareholder meeting procedures was rejected by a majority vote.

ZoomInfo Technologies Inc. (GTM) - At ZoomInfo Technologies Inc.’s 2025 Annual Meeting, all nominated directors were elected to three-year terms, with Alison Gleeson receiving notably higher votes withheld compared to others. Stockholders ratified KPMG LLP as the independent registered public accounting firm for 2025 by an overwhelming majority. Additionally, the non-binding advisory vote on executive compensation was approved, indicating general shareholder support for the named executive officers’ pay.

nVent Electric plc (NVT - $10.1B) - At nVent Electric plc's 2025 annual general meeting, all nine director nominees were elected, with some receiving notable opposition, particularly Michael L. Ducker and Beth A. Wozniak, who had over 5 million and 7 million votes against, respectively. The compensation of the named executive officers was approved by a significant majority in a non-binding advisory vote, despite over 6.8 million votes against. Shareholders also recommended holding future advisory votes on executive compensation annually, leading the board to commit to including this vote in proxy materials each year through 2031.

Delistings ⚠️

Volcon, Inc. (VLCN - $2.7M) - Volcon, Inc. received a deficiency letter from Nasdaq for failing to meet the minimum bid price requirement of $1.00 for 30 consecutive business days, triggering potential delisting under Nasdaq Listing Rule 5550(a)(2). The Company is ineligible for a compliance period due to prior reverse stock splits totaling a 250-to-1 ratio within two years, per Nasdaq Listing Rule 5810(c)(3)(A)(iv). Volcon plans to appeal the determination by May 20, 2025, to avoid immediate delisting scheduled for May 22, 2025, which will stay trading suspension pending the hearing outcome.

Neumora Therapeutics, Inc. (NMRA - $107.2M) - Neumora Therapeutics, Inc. received a notice of non-compliance from Nasdaq for failing to meet the $1.00 minimum bid price requirement, with a 180-day period ending November 10, 2025, to regain compliance. The Company may pursue a reverse stock split (1-for-5 to 1-for-30), subject to stockholder approval at the May 28, 2025 Annual Meeting, as a key measure to maintain its Nasdaq Global Select Market listing. Failure to regain compliance or secure approval for the reverse split could lead to delisting and potential loss of Nasdaq listing status, with no assurance of a successful appeal.

Safe Green Holdings Corp (SGBX - $3.6M) - Safe & Green Holdings Corp received a notification of delisting from Nasdaq due to substantial dilution caused by the issuance of Series B warrants under a recent securities purchase agreement, raising public interest concerns. The Nasdaq Hearings Panel will review the matter, and the Company plans to appeal the determination by May 20, 2025, while also preparing a compliance plan. To mitigate the risk of being delisted, the Company intends to apply for trading on the OTCQB market if the Nasdaq decision is unfavorable.

Dermata Therapeutics, Inc. (DRMA - $4.4M) - Dermata Therapeutics, Inc. has regained compliance with Nasdaq’s minimum stockholders’ equity requirement as of May 14, 2025, closing that prior issue. However, the Company remains non-compliant with the $1.00 minimum bid price requirement and faces potential delisting from Nasdaq Capital Market, with suspension effective May 23, 2025, unless a hearing request filed by May 21, 2025, results in a favorable outcome. The Company’s plan to regain compliance is uncertain, and failure to satisfy Nasdaq requirements could lead to delisting and removal from the exchange.

Lipella Pharmaceuticals Inc. (LIPO - $6.1M) - Lipella Pharmaceuticals Inc. received a Notice of Non-Compliance from Nasdaq for failing to obtain prior shareholder approval for issuing over 20% of its outstanding shares at a price below the minimum, violating Nasdaq Listing Rule 5635(d), and for disproportionately reducing voting rights of existing shareholders, violating Rule 5640. The company plans to respond to the Nasdaq Hearings Panel by May 19, 2025, including holding an annual meeting to seek shareholder approval and pausing conversions and exercises of preferred stock and warrants until the issues are resolved. Despite the Notice, Lipella’s common stock remains listed and continues to trade on Nasdaq.

BioAtla, Inc. (BCAB - $25.1M) - BioAtla, Inc. received a notice of non-compliance from Nasdaq due to its stockholders’ equity of $547,000 falling well below the $10 million minimum required for continued listing. The Company must submit a Compliance Plan by June 26, 2025 to regain compliance, with Nasdaq potentially granting a 180-day extension if the plan is accepted; failure to do so may lead to delisting or an appeal process. There is no assurance that Nasdaq will approve the plan or that BioAtla will ultimately satisfy the listing requirements, highlighting significant going concern risks.

New Era Helium Inc. (NEHC - $11.1M) - New Era Helium Inc. received a notification of non-compliance from Nasdaq for failing to maintain the minimum Market Value of Publicly Held Shares of $15 million and the minimum bid price of $1.00 per share, triggering a 180-day compliance period ending November 12, 2025. If the Company does not regain compliance by that date, its securities will be subject to delisting, though it may appeal or seek transfer to Nasdaq’s Capital Market tier under certain conditions. The Company is actively working to resolve these deficiencies, but there is no assurance it will succeed within the prescribed timeframe.

BIG 5 SPORTING GOODS Corp (BGFV - $21.7M) - Big 5 Sporting Goods Corp received a notice of non-compliance from Nasdaq for failing to meet the $1.00 minimum bid price requirement, triggering a 180-day period ending November 10, 2025, to regain compliance. If the company fails to meet this threshold, it may seek to transfer its listing to The Nasdaq Capital Market, which has less stringent bid price requirements but requires meeting other listing standards and paying an application fee. Failure to regain compliance or secure an extension could lead to delisting, with the company having limited recourse to appeal Nasdaq’s decision.

Brag House Holdings, Inc. (TBH - $6.1M) - Brag House Holdings, Inc. received a deficiency letter from Nasdaq for failing to meet the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market. The Company has a 180-day compliance period until November 11, 2025, to regain compliance by maintaining a closing bid price at or above $1.00 for ten consecutive business days, or it risks delisting. Failure to comply may lead to a second compliance period or delisting, with the Company retaining the right to appeal any delisting decision.

Hoth Therapeutics, Inc. (HOTH - $12.5M) - Hoth Therapeutics, Inc. received a Notification Letter from Nasdaq stating it is not in compliance with the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2), as its stock has traded below this threshold for over 30 consecutive business days. The Company has 180 days until November 10, 2025, to regain compliance by maintaining a closing bid price of at least $1.00 for 10 consecutive business days, or it risks delisting from The Nasdaq Capital Market. To address this, Hoth Therapeutics may consider measures such as a reverse stock split to increase its stock price and avoid potential delisting.

Board Nominees 📋

Mind Technology Inc. (MIND - $52.7M) - MIND Technology, Inc. announced its 2025 Annual Meeting of Stockholders will be held virtually on July 17, 2025, with stockholders of record as of May 19, 2025, eligible to participate. The Company set a deadline of May 26, 2025, for submission of stockholder proposals and director nominations to be included in the proxy materials or brought before the meeting, in compliance with SEC Rule 14a-8 and the Company’s Bylaws. Failure to meet these requirements by the deadline will result in proposals or nominations being excluded from the Annual Meeting consideration.

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