Friday Furnace - 05-23-2025

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📊 Detailed Summaries 📊

Audit Issues 🔍

SPECTRAL CAPITAL Corp - Spectral Capital Corporation’s Board concluded that the previously issued financial statements for fiscal years 2022 and 2023 and interim periods in 2023 and 2024 should no longer be relied upon due to errors in accounting related to unauditable subsidiaries, including entities affiliated with a related party, Sean Michael Brehm. The independent auditor, MG&A, concurred with this determination, and the Company is taking corrective actions including filing restated financial statements, engaging a new audit firm, and rescinding transactions involving the unauditable subsidiaries. These issues expose the Company to potential litigation, regulatory action, and reputational damage, as well as risks related to the delayed filing of its 2024 Annual Report.

Bankruptcy Alerts 🚨

Arch Therapeutics, Inc. - Arch Therapeutics, Inc. and its subsidiary have filed for Chapter 11 bankruptcy and continue to operate as debtor-in-possession while pursuing a sale of substantially all assets through a stalking horse bid. The bankruptcy court has authorized postpetition secured financing, use of cash collateral, and granted liens with superpriority administrative expense status, including adequate protection payments to prepetition secured parties. The company aims to confirm a liquidation plan involving a Section 363 sale free of liens within seven weeks, which is expected to result in cancellation of all equity securities with no recovery to shareholders.

Acquisitions and Dispositions 🏗️

Mangoceuticals Inc. (MGRX - $16.6M) - Mangoceuticals Inc. completed the acquisition or disposition of assets as detailed in the Rescission Agreement with Smokeless. This agreement effectively rescinds a prior transaction, reversing the asset transfer. The completion signals a significant reversal in the company's strategic asset management.

Bit Digital, Inc (BTBT - $521.5M) - Bit Digital, Inc. completed the acquisition of an industrial/manufacturing building and land in Madison, North Carolina, for a reduced purchase price of $45 million, down from $53.2 million, after waiving the original Energy Study Contingency due to Duke Energy's inability to guarantee 100 MW supply within four years. The Company secured a Capacity Agreement with Duke Energy to deliver incremental power starting at 24 MW by September 2025, scaling to 99 MW within four years, with potential for up to 200 MW subject to infrastructure upgrades. This strategic acquisition positions Bit Digital to attract HPC data center tenants in a key region with tax incentives tied to capital investment and job creation, while the Company plans to pursue commercial mortgage financing for the property.

NFiniTi inc. - NFiniTi Inc. completed the acquisition of Metavox Holdings LLC, a Web3 Metaverse platform integrating blockchain technology and native cryptocurrency Alpha Coin ($AMETA), expanding its digital real estate, advertising, and gaming revenue streams. The acquisition closed after satisfying all material conditions, including regulatory due diligence and delivery of necessary legal documents. However, Metavox’s business faces significant regulatory risks related to U.S. and international blockchain and cryptocurrency laws, with potential non-compliance posing a material threat to operations.

NFiniTi inc. - NFiniTi Inc.'s subsidiary completed the acquisition of CyberSyn LLC, a pre-revenue fintech company developing a centralized U.S. cryptocurrency exchange with advanced trading and security features. The platform targets a broad market including individual and institutional investors, aiming to capture 15% of the $1.8 billion U.S. crypto market within five years, though significant regulatory risks and competition remain. The acquisition introduces substantial regulatory compliance challenges, as failure to meet U.S. authorities' requirements (SEC, CFTC, FinCEN) could materially impact operations.

Executive Changes 👋

Clene Inc. (CLNN - $23.6M) - Clene Inc. announced the stockholders approved an Amended 2020 Stock Plan increasing the shares reserved for issuance by 800,000, effective immediately upon approval. The Board also approved an amendment to the Board of Directors Compensation Program to adjust equity grants for nonemployee directors following the 1-for-20 reverse stock split. These changes may impact dilution and director compensation but do not indicate any non-compliance or negative events.

Rapid Micro Biosystems Inc. (RPID - $145.1M) - Jeffrey Schwartz resigned from Rapid Micro Biosystems Inc.'s board of directors and all committees, including his role as chair of the nominating and corporate governance committee, effective May 22, 2025. His departure is not related to any disagreement with the Company concerning its operations, policies, or practices. Schwartz had served as a Class II director since April 2018, and the Company acknowledged his contributions during his tenure.

Sanara MedTech Inc. (SMTI - $277.1M) - Sanara MedTech Inc. announced that Michael D. McNeil will retire as Chief Accounting Officer and Chief Administrative Officer effective August 19, 2025. The Company is negotiating a potential consulting arrangement with Mr. McNeil for transition and advisory services post-retirement. Elizabeth B. Taylor, the current Chief Financial Officer, will assume Mr. McNeil’s principal accounting officer responsibilities on the same date.

ClearPoint Neuro, Inc. (CLPT - $370.8M) - At the May 21, 2025 Annual Meeting, ClearPoint Neuro, Inc. stockholders approved the adoption of the Sixth Amended and Restated 2013 Incentive Compensation Plan. This Plan had been previously adopted by the Board of Directors, contingent on stockholder approval. The full terms of the Plan are detailed in the Company’s April 9, 2025 Proxy Statement and filed as Exhibit 10.1 to this 8-K.

NI Holdings, Inc. (NODK - $272.0M) - NI Holdings, Inc. announced that Dave L. Stende, previously appointed to the Board effective April 1, 2025, has now been assigned to the Compensation Committee as of May 21, 2025. This update finalizes his committee role, which was previously undetermined at the time of his Board appointment. There are no indications of resignations, non-compliance, or other negative events related to this appointment.

MAGNACHIP SEMICONDUCTOR Corp (MX - $147.9M) - Magnachip Semiconductor Corporation announced that Theodore S. Kim, the Chief Compliance Officer, General Counsel, and Secretary, will depart from his executive roles effective October 22, 2025, by mutual agreement. The Company and Mr. Kim will enter into a separation agreement, with terms to be disclosed in a future filing. The departure is not due to any disagreement over the Company’s operations, policies, or practices.

PSQ Holdings, Inc. (PSQH - $89.7M) - PSQ Holdings, Inc. announced the resignation of Brad Searle as Chief Financial Officer, principal accounting officer, principal financial officer, and treasurer, effective upon the appointment of his successor. The Board appointed James Rinn as the new Chief Financial Officer, effective June 1, 2025, with Mr. Rinn resigning from his roles as Chair of the Audit Committee and member of the Audit and Compensation Committees. Mr. Rinn brings over 30 years of finance experience with no related party transactions or arrangements influencing his selection.

LINKBANCORP, Inc. (LNKB - $269.2M) - LINKBANCORP, Inc. shareholders approved the 2025 Equity Incentive Plan authorizing issuance of up to 1,100,000 shares through various equity awards to officers, employees, directors, and service providers. The Plan imposes limits on individual grants, including a maximum $50,000 annual grant value for non-employee directors and caps on stock options and restricted stock awards for employees. This new Plan may significantly impact executive compensation and equity dilution, and full details are available in the attached Exhibit 10.1.

Colony Bankcorp Inc. (CBAN - $277.5M) - Edward P. Loomis, Jr. retired from the Board of Directors of Colony Bankcorp, Inc. and Colony Bank effective May 22, 2025. This departure was previously disclosed in the Company’s Form 8-K filed on March 19, 2025. His retirement was not due to any disagreement with the Company regarding its operations, policies, or practices.

Braemar Hotels & Resorts Inc. (BHR - $142.8M) - Braemar Hotels & Resorts Inc. appointed Ms. Kellie Sirna to its Board of Directors on April 1, 2025, and subsequently to the Nominating and Corporate Governance Committee effective May 22, 2025. Ms. Sirna brings over two decades of experience in hospitality design and will receive compensation consistent with other non-employee directors, including a base cash retainer and meeting fees. Due to the expiration of the Company’s equity incentive plan, the Board replaced the annual equity award with a cash payment of $29,044, equivalent to 14,925 shares based on recent stock prices.

Rigel Pharmaceuticals Inc. (RIGL - $352.1M) - At the 2025 Annual Meeting, Rigel Pharmaceuticals’ stockholders approved an amendment to the 2018 Equity Incentive Plan, increasing the authorized shares by 700,000. The Amended 2018 Plan became effective immediately upon stockholder approval. This expansion allows the Company to issue additional equity awards, potentially impacting dilution and compensation expense going forward.

Hyperfine, Inc. (HYPR - $48.7M) - Hyperfine, Inc. announced the resignation of R. Scott Huennekens as Chairperson and Board member, effective May 22, 2025, citing personal reasons and confirming no disagreement or dispute with the Company. The Board approved a reduction in its size from six to five members following his departure. Daniel J. Wolterman, an existing Board member, was appointed as the new Chairperson to lead the Board going forward.

Rimini Street, Inc. (RMNI - $313.0M) - Rimini Street, Inc. announced that effective May 19, 2025, Mr. David Rowe transitioned from Chief Product Officer, Chief Marketing Officer & EVP, Global Transformation to Executive Vice President and Chief Marketing Officer as part of a restructuring of the product management function. This change does not affect Mr. Rowe’s status as an executive officer under SEC regulations. The product management function has been transferred to the Chief Operating Officer, Mr. Vijay Kumar.

Upexi Inc. (UPXI - $359.1M) - Upexi Inc. appointed Brian Rudick as Chief Strategy Officer effective May 22, 2025, bringing significant expertise in both traditional finance and crypto markets. His compensation includes a $300,000 annual salary, up to $950,000 in structured cash payments through 2025, and 400,000 restricted stock shares vesting within the first year. This strategic hire follows Rudick’s leadership role at GSR, a major digital asset market maker, and his extensive Wall Street experience, signaling a focus on strengthening Upexi’s financial and crypto market positioning.

Patrick Industries Inc. (PATK - $2.9B) - Patrick Industries announced the appointment of Jake Petkovich as President – Marine, succeeding Rick Reyenger, who will transition to a strategic advisory role to ensure a smooth leadership change. Mr. Petkovich’s compensation includes a $500,000 base salary, a $900,000 target short-term incentive for 2025, 10,257 restricted stock units, and options plus Stock Appreciation Rights (SARs) to purchase 42,180 shares each, all subject to vesting and performance conditions. The Employment Agreement includes standard termination provisions, indicating potential changes in executive leadership and associated costs.

Camden National Corp (CAC - $696.9M) - Camden National Corporation’s shareholders approved an amendment to the 2022 Equity and Incentive Plan, increasing the number of shares reserved for issuance by 560,000 additional shares. The Amendment also extends the term of the Plan through May 20, 2035. This change was previously approved by the Board of Directors and is now effective following shareholder approval at the 2025 annual meeting.

Green Dot Corp (GDOT - $512.1M) - At the 2025 Annual Meeting, Green Dot Corporation’s stockholders approved amendments to the 2010 Equity Incentive Plan and the 2010 Employee Stock Purchase Plan, increasing authorized shares by 2,400,000 and 5,000,000 respectively. These amendments expand the Company’s ability to issue Class A common stock under these plans, potentially diluting existing shareholders. Detailed terms of the amendments are incorporated by reference from the Company’s 2025 Proxy Statement filed on April 11, 2025.

Horizon Bancorp Inc. In (HBNC - $691.9M) - Horizon Bancorp increased its Board of Directors from 11 to 13 members by appointing Michele A. Samuels and Brian Walker to the Classes of 2027 and 2028, respectively. Ms. Samuels, an independent director, brings extensive experience as Senior VP and General Auditor at Blue Cross Blue Shield of Michigan and will serve on the Audit and Operations & Security Committees. Mr. Walker, a retired CEO with significant leadership experience, will serve on the Compensation and ERM, Credit Policy, & CRA/Fair Lending Committees, enhancing the Board’s expertise without any related party conflicts disclosed.

Universal Corp Va (UVV - $1.4B) - Universal Corp Va has appointed Fay Manolios as a new independent director, increasing the Board size to 10 members effective June 1, 2025, with her expected to join key committees including Audit and Compensation. Ms. Manolios brings extensive experience in compensation and governance from her prior roles at Capital One and other financial institutions, with no related party transactions or special arrangements disclosed. Additionally, director Michael T. Lawton has announced his retirement and will not seek re-election at the 2025 Annual Meeting, with no disagreements cited regarding the Company’s operations or policies.

Mativ Holdings, Inc. (MATV - $331.1M) - Mativ Holdings announced the departure of Michael W. Rickheim, Chief Human Resources and Communications Officer, effective June 1, 2025, with his exit treated as an involuntary termination without cause, triggering severance benefits under the Executive Severance Plan. The Company and Mr. Rickheim entered into a Separation Agreement confirming severance and post-termination obligations, including a customary release of claims. Additionally, the Company granted one-time retention awards of restricted stock to key executives, including 94,828 shares to Group President Ryan Elwart and 89,655 shares to Chief Legal Officer Mark W. Johnson, vesting in two years to promote retention.

Qcr Holdings Inc. (QCRH - $1.2B) - QCR Holdings Inc. announced the appointment of Brittany N. Whitfield as Chief Accounting Officer and principal accounting officer effective May 22, 2025, succeeding Nick W. Anderson, who will serve as Chief Financial Officer. Ms. Whitfield, a Certified Public Accountant with extensive experience at the Company since 2017, has held senior financial reporting roles including Vice President, Financial Reporting Manager since 2018. There are no related party transactions or arrangements involving Ms. Whitfield that require disclosure under SEC rules.

Telos Corp (TLS - $195.5M) - Telos Corporation announced the resignation of Ms. Victoria Harding as Controller and Chief Accounting Officer, effective May 30, 2025. The Company will begin the search for a permanent replacement. In the interim, Assistant Controller Brian Bienert will serve as Interim Controller.

Algorhythm Holdings, Inc. (RIME - $6.5M) - Algorhythm Holdings, Inc. appointed Ajesh Kapoor to its Board of Directors, leveraging his extensive leadership experience in logistics and supply chain technology. Mr. Kapoor currently serves as CEO of SemiCab Holdings, a subsidiary of the Company, and was appointed pursuant to an amended employment agreement dated May 2, 2025. There are no related party transactions or family relationships connected to his appointment, and no material interests requiring disclosure under Item 404(a) of Regulation S-K.

EnerSys (ENS - $3.9B) - EnerSys announced the retirement of CEO David M. Shaffer effective May 22, 2025, and the appointment of Shawn M. O’Connell as the new President and CEO with an increased base salary of $950,000 and enhanced severance terms including a lump sum payment of two times his base salary plus target bonus. The company entered into a Retirement Agreement with Mr. Shaffer that includes restrictive covenants and continued vesting of certain equity awards, along with incentive payments for fiscal 2025 and pro rata 2026. Additionally, Andrea J. Funk, EVP and CFO, received a restricted stock unit award valued at $1.5 million effective May 23, 2025.

SYNAPTICS Inc (SYNA - $2.5B) - Synaptics Inc. announced the appointment of Rahul Patel as successor CEO effective no later than June 2, 2025, following the resignation of the prior CEO and interim leadership by CFO Ken Rizvi. To retain Mr. Rizvi and ensure leadership stability, the Compensation Committee granted him a retention equity award of 21,157 restricted stock units vesting quarterly, with accelerated vesting provisions triggered by a Covered Termination or Change in Control. Unvested units will be forfeited if Mr. Rizvi voluntarily departs or is terminated for cause, but will fully vest upon certain termination events, reinforcing retention incentives amid executive transition.

Catalyst Pharmaceuticals Inc. (CPRX - $3.0B) - At Catalyst Pharmaceuticals Inc.'s 2025 Annual Meeting, six new directors were elected to the Board, including Richard J. Daly and Patrick J. McEnany, to serve until the 2026 Annual Meeting or until their successors are qualified. Charles B. O’Keeffe, a long-standing independent director since 2004, retired and did not seek re-election. His departure was not due to any disagreement with the Company regarding its operations, policies, or practices.

Foot Locker Inc. (FL - $2.3B) - At Foot Locker’s 2025 annual meeting, shareholders approved an amendment to the 2007 Stock Incentive Plan, as further amended effective May 21, 2025. The updated Plan’s terms and conditions are detailed in the Company’s 2025 Proxy Statement filed on April 10, 2025, and incorporated by reference in this filing. The full text of the amended Plan is filed as Exhibit 10.1 to the Form S-8 Registration Statement dated May 21, 2025.

First Interstate Bancsystem Inc. (FIBK - $2.9B) - First Interstate BancSystem, Inc. appointed Mr. James R. Scott, Jr. as a Class III director to fill the vacancy created by the resignation of his father, James R. Scott, effective May 21, 2025. Due to his recent employment with the Company’s bank subsidiary, Mr. Scott is not independent under NASDAQ rules and will receive standard non-employee director compensation, including restricted stock units. Mr. Scott is expected to serve on the Risk Committee and the Technology, Innovation and Operations Committee, maintaining the Board’s composition at 12 members evenly divided among three classes.

Omnicell Inc. (OMCL - $1.3B) - At the 2025 Annual Meeting, Omnicell Inc. stockholders approved an amendment to the 2009 Equity Incentive Plan, increasing the authorized shares for issuance by 1,750,000. This amendment expands the Company's ability to grant equity awards under the Amended 2009 Plan, potentially impacting dilution and executive compensation. The full details and text of the Amended 2009 Plan are filed as Exhibit 10.1 and incorporated by reference.

Crescent Energy Co (CRGY - $2.3B) - Crescent Energy Co appointed Jerome D. “Joey” Hall as Chief Operating Officer, effective June 2, 2025, with a base salary of $625,000 and eligibility for an annual incentive award targeting 100% of his base salary. Mr. Hall will receive restricted stock units valued at $3 million and 138,027 performance share units tied to total shareholder return from December 7, 2024, to December 6, 2027, with vesting contingent on continued employment and performance metrics. There are no related party transactions or arrangements influencing his appointment, and he has no family ties to current executives or directors.

Golden Entertainment Inc. (GDEN - $756.8M) - Golden Entertainment Inc. announced that at its 2025 Annual Meeting, shareholders approved the amended and restated 2015 Incentive Award Plan, which had been previously approved by the Board. This approval enables the Company to continue granting equity-based compensation under the updated terms of the plan. The full details of the Amended and Restated 2015 Plan are filed as Exhibit 10.1 and incorporated by reference, providing the framework for executive and employee incentives going forward.

Petco Health & Wellness Company, Inc. (WOOF - $995.6M) - Christy Lake has resigned from Petco Health & Wellness Company’s Board of Directors and its compensation committee, effective at the 2025 Annual Meeting, and will not stand for re-election. Her resignation is not due to any disagreement with the Company’s operations, policies, or practices. Following her departure, the Board has decreased its size to 10 directors effective immediately after the Annual Meeting.

Teladoc Health, Inc. (TDOC - $1.3B) - At the 2025 Annual Meeting, Teladoc Health, Inc. stockholders approved an amendment to the 2023 Incentive Award Plan increasing the shares available for issuance by 6,850,000. This increase expands the potential equity compensation pool, which may impact dilution and executive incentives. The full terms of the Amendment are detailed in Exhibit 10.1 and incorporated by reference from the Proxy Statement filed on April 8, 2025.

Glucotrack, Inc. (GCTK - $4.2M) - At the May 22, 2025 annual meeting, Glucotrack, Inc. stockholders approved an amendment to the 2024 Equity Incentive Plan to increase the shares available for issuance to 7,500,000. The Board had previously approved this amendment on April 17, 2025. No other changes to the plan were made, and the full amendment text is filed as Exhibit 99.1.

First American Financial Corp (FAF - $6.3B) - First American Financial Corp promoted Mark E. Seaton to CEO and Matthew F. Wajner to CFO effective April 10, 2025, with no initial compensation changes. Subsequently, the Compensation Committee significantly increased Seaton’s base salary to $1,000,000 and incentive targets to $1,800,000 each for cash bonus and RSUs, alongside granting substantial long-term incentive RSUs and performance RSUs. Wajner’s base salary was raised to $625,000 with enhanced bonus targets and severance protections, including a two-times severance payment upon termination without cause, reflecting a strong commitment to retention of key executives.

Charles River Laboratories International Inc. (CRL - $6.9B) - Charles River Laboratories International, Inc. has extended the employment term of Mr. James C. Foster, its Chair, President, and CEO, by one additional year through February 12, 2027. This extension was approved by the Board and formalized in Amendment No. 1 to Mr. Foster’s existing employment agreement. No other terms or conditions of the original agreement were changed in this amendment.

DraftKings Inc. (DKNG - $18.5B) - At the 2025 Annual Meeting, DraftKings Inc. shareholders approved the amendment and restatement of the Employee Stock Purchase Plan (A&R ESPP), effective from the offering period starting November 20, 2025. The material terms of the A&R ESPP were previously disclosed in the Company’s definitive proxy statement filed on March 26, 2025. The full text of the A&R ESPP is filed as Exhibit 10.1 and incorporated by reference, providing the complete details of the plan changes.

Cbre Group Inc. (CBRE - $38.9B) - CBRE's Compensation Committee approved amendments to the RSU Award Agreements under the 2019 Equity Incentive Plan, eliminating the previous forfeiture provision for RSUs upon termination due to death, disability, or Retirement before December 31 of the vesting commencement year. Instead, a pro-rated portion of time-vesting RSUs will now accelerate and vest, and a pro-rated portion of performance-vesting RSUs will remain eligible to vest based on performance achievement. These changes apply to new awards granted after May 23, 2025, and to 2025 awards, enhancing executive retention by providing more favorable vesting treatment upon termination under specified conditions.

Wintrust Financial Corp (WTFC - $8.2B) - Wintrust Financial Corp’s shareholders approved the 2025 Stock Incentive Plan at the May 22, 2025 Annual Meeting, allowing the company to grant various stock-based awards to officers, employees, directors, and consultants. The plan authorizes up to 1,825,000 shares plus any remaining shares from the 2022 Plan for stock options, restricted shares, performance awards, and other incentives. The Compensation Committee will administer the plan and designate eligible recipients, aligning employee interests with company growth and retention.

Lyft, Inc. (LYFT - $7.0B) - Lyft, Inc. announced the resignation of board member Ariel Cohen, effective immediately, due to other professional commitments and not due to any disagreement with the company. The Board will reduce the number of authorized directors from ten to nine following his departure. Cohen's expertise in travel and operations will be missed, but the company remains confident in its current leadership and strategic direction.

American Financial Group Inc. (AFG - $10.6B) - American Financial Group, Inc. announced that its shareholders approved an amendment to the Amended and Restated 2015 Stock Incentive Plan to allow non-employee Directors to receive equity compensation for their Board service. This amendment was initially approved by the Board on March 31, 2025, and finalized at the 2025 Annual Meeting. The full terms and conditions of the Amended Plan are detailed in the Company’s Proxy Statement filed on April 4, 2025, and the complete text is attached as Exhibit 10.1.

Hyatt Hotels Corp (H - $12.8B) - Hyatt Hotels Corporation's Board size was reduced from thirteen to eleven members following the departure of directors Michael A. Rocca, who did not seek re-election, and James H. Wooten, Jr., who retired without any disagreement with the Company. Tracey T. Travis, previously appointed to the Board in March 2025, was assigned to the Audit Committee effective May 22, 2025. These changes reflect a streamlined Board composition with continued oversight through Ms. Travis’s role on the Audit Committee.

Extra Space Storage Inc. (EXR - $32.4B) - At the May 21, 2025 Annual Meeting, Extra Space Storage Inc. stockholders approved the Amended and Restated 2015 Incentive Award Plan, which had been previously approved by the Board on March 17, 2025. This approval enables the Company to continue granting equity-based awards under the updated terms outlined in the plan. The full details of the plan are incorporated by reference from the Company’s Definitive Proxy Statement filed on April 1, 2025.

Travelers Companies Inc. (TRV - $62.2B) - Travelers Companies Inc. announced a shareholder-approved amendment to its 2023 Stock Incentive Plan, increasing the number of shares authorized for issuance by 2,100,000 shares. This amendment was approved at the annual meeting on May 21, 2025, reflecting the company's intent to expand equity compensation opportunities. The detailed terms of the amended plan are incorporated by reference from the Company’s Proxy Statement dated April 4, 2025, and the amended plan is filed as Exhibit 10.1.

iPower Inc. (IPW - $16.0M) - iPower Inc.'s CFO, Kevin Vassily, is resigning effective May 30, 2025, with CEO Chenlong Tan stepping in as Interim Chief Financial Officer without additional compensation. Mr. Vassily will serve as a consultant for one month post-resignation, receiving $20,000 plus expense reimbursements to assist with the transition. Additionally, Mr. Tan and co-founder Allan Huang settled a $1.3 million obligation related to a legal matter with Boustead Securities by returning 541,667 shares to the Company’s treasury.

Zscaler, Inc. (ZS - $39.1B) - Zscaler, Inc. expanded its Board of Directors from eight to nine members by appointing Raj Judge, Executive Vice President, Corporate Strategy and Ventures, as a Class III director effective May 20, 2025, with a term expiring at the 2026 annual meeting. Mr. Judge will not receive additional compensation for his board service and will enter into the Company’s standard director indemnification agreement. The Company disclosed that Mr. Judge previously worked at Wilson Sonsini Goodrich and Rosati, its outside counsel, with legal fees paid to the firm exceeding $120,000 for the fiscal year ended July 31, 2024, but all arrangements were conducted on an arms-length basis.

Climb Bio, Inc. (CLYM - $85.8M) - Climb Bio, Inc. announced the departure of Brett Kaplan, M.D., its Chief Operating Officer and principal financial officer, effective May 23, 2025, under a Separation Agreement that includes a lump sum payment of three months’ base salary and up to three months of COBRA health coverage continuation. The Separation Agreement imposes non-disclosure, non-disparagement, and cooperation obligations on Dr. Kaplan, along with reaffirmed confidentiality, non-competition, and non-solicitation commitments. Aoife Brennan, M.B., Ch.B., the Company’s President and CEO, was appointed as the interim principal financial officer effective May 24, 2025.

Armada Hoffler Properties, Inc. (AHH - $586.7M) - Eric E. Apperson resigned as President of Construction of Armada Hoffler Properties, Inc. effective May 21, 2025, and entered into a Separation Agreement providing for severance payments and accelerated vesting of 25,136 restricted shares and 12,346 LTIP units. The Separation Agreement includes a release of claims by Mr. Apperson and imposes non-disclosure, non-compete, and non-solicitation obligations for one year post-resignation. Both parties agreed not to disparage each other, mitigating potential reputational risk.

Dominari Holdings Inc. (DOMH - $82.4M) - Ron Lieberman has resigned from Dominari Holdings Inc.’s Board of Directors, effective May 23, 2025, and will instead join the Company’s Advisory Board. His resignation is not due to any disagreements with the Company’s operations, policies, or practices. The Board will reduce its size from eight to seven members following his departure.

Pamt Corp (PAMT - $290.5M) - PAMT Corp’s President and CEO, Joseph A. Vitiritto, will resign effective June 27, 2025, and immediately transition to a consulting role under a one-year agreement paying him $8,000 weekly. The Company has waived his six-month notice obligation and will pay a one-time $10,000 cash bonus in recognition of his contributions. Mr. Vitiritto remains bound by non-compete, non-solicitation, and confidentiality covenants from his prior employment agreement.

National Healthcare Properties, Inc. - At the 2025 annual meeting, stockholders approved the 2025 Omnibus Incentive Compensation Plan, which became effective immediately and allows issuance of up to 1,900,000 shares plus 6.5% of shares from future offerings prior to the Company’s initial public offering. The Plan covers directors and employees, providing a significant equity-based compensation mechanism through May 22, 2035. This approval may impact dilution and compensation expenses, and the full Plan details are filed as an exhibit to this 8-K.

Nuvera Communications, Inc. - Nuvera Communications, Inc. announced the retirement of Barbara A.J. Bornhoft, its Vice President, Chief Operating Officer, and Secretary, effective at the 2025 Annual Meeting of Shareholders on May 22, 2025. This departure represents a significant change in the company’s senior management team. The company has attached the related press release as Exhibit 99.1 for further details.

Chefs' Warehouse, Inc. (CHEF - $2.6B) - At the 2024 annual meeting, director Richard N. Peretz received a majority of votes “against” his reelection and tendered his conditional resignation in accordance with the Company’s Majority Vote Policy. However, the Board and the Nominating and Governance Committee declined to accept his resignation after reviewing his qualifications, contributions, and assurances regarding future attendance. Mr. Peretz continues to serve on the Board, leveraging his extensive experience as a former CFO of UPS and other public companies.

Rise Gold Corp. - Rise Gold Corp. granted a total of 3,320,000 stock options on May 22, 2025, with 2,790,000 options awarded to Joseph Mullin, the President and CEO, and 60,000 to Mihai Draguleasa, the CFO. The company amended the vesting schedules of 2,231,401 options previously granted to Mr. Mullin to align with his employment contract terms. This compensatory arrangement reflects significant executive incentive alignment and potential dilution impact.

Material Agreements Signed 🖋️

Lazydays Holdings, Inc. (GORV - $22.4M) - Lazydays Holdings, Inc. entered into a Material Definitive Agreement to sell substantially all assets of its Las Vegas RV dealership to Fun Town RV for approximately $300,000 plus additional cash for inventory, with proceeds to repay secured indebtedness. Concurrently, the Company’s subsidiary agreed to sell the related real estate and leasehold interests for approximately $6.7 million in cash, with the real estate sale contingent on the asset sale closing. Both agreements include termination rights tied to due diligence findings, closing delays, or mutual consent, posing potential risk if conditions are not met by mid-2025.

Gyre Therapeutics Inc. (GYRE - $978.8M) - Gyre Therapeutics Inc. entered into a material definitive underwriting agreement to issue and sell 2,222,222 shares of common stock at $9.00 per share, with an option for underwriters to purchase an additional 333,333 shares. The Company expects to raise approximately $18.5 million in net proceeds, which will be used to advance its Phase 2 clinical trial for F351, along with R&D, manufacturing scale-up, and general corporate purposes. The offering is scheduled to close on May 27, 2025, subject to customary conditions, and the Company has agreed to indemnify the underwriters against certain liabilities under the Securities Act.

Sable Offshore Corp. (SOC - $3.0B) - Sable Offshore Corp. completed an underwritten offering of 8,695,654 shares of common stock, with the underwriters exercising their full 30-day option to purchase an additional 1,304,346 shares, raising approximately $283.2 million in net proceeds. The Company agreed to indemnify the underwriters against certain liabilities under the Securities Act, which could pose potential legal risk related to the offering. Proceeds from the offering will be used for capital expenditures, working capital, and general corporate purposes, supporting the Company’s operational and growth initiatives.

Pebblebrook Hotel Trust (PEB - $1.2B) - Pebblebrook Hotel Trust has entered into a material definitive agreement by amending its 2009 Equity Incentive Plan to increase the number of common shares available for issuance by 3,000,000 shares. The Amendment also extends the period during which awards can be granted under the plan until June 30, 2036. This change may impact shareholder dilution and executive compensation strategies going forward.

Mirion Technologies, Inc. (MIR - $4.0B) - Mirion Technologies, Inc. completed a $400 million private offering of 0.25% Convertible Senior Notes due 2030, exceeding the initially planned $300 million size due to full exercise of the initial purchasers’ option. The Notes are general unsecured obligations with a low interest rate of 0.25% per year, convertible into Class A common stock under specified conditions, including stock price thresholds and corporate events. This financing increases the Company's debt leverage and potential equity dilution risk upon conversion, which may impact capital structure and shareholder value.

Davita Inc. (DVA - $11.0B) - DaVita Inc. completed a $1.0 billion private offering of 6.750% Senior Notes due 2033, generating approximately $986 million in net proceeds. The Company will use these proceeds primarily to repay $830 million of outstanding revolving credit facility borrowings and for general corporate purposes, including stock repurchases and capital expenditures. The 2033 Notes are unsecured senior obligations that rank equally with existing senior debt but are subordinated to secured indebtedness and structurally subordinated to liabilities of non-guarantor subsidiaries.

Docusign Inc. (DOCU - $18.5B) - Docusign, Inc. entered into a material definitive agreement establishing a $750 million revolving credit facility, with an option to increase by $250 million, maturing on May 21, 2030. Interest rates and commitment fees vary based on the Company’s credit ratings and Consolidated Leverage Ratio, with penalties including a 2.0% interest rate increase during a payment event of default. As of May 21, 2025, no amounts were drawn under the facility, which includes customary affirmative and negative covenants that could impact financial flexibility.

Agree Realty Corp (ADC - $8.3B) - Agree Realty Corp incorporated by reference the information from Item 2.03 into Item 1.01 of this Form 8-K. No additional details or material definitive agreements were disclosed in Item 1.01 itself. Therefore, there is no new actionable information or negative developments reported under this item.

Prologis, Inc. (PLD - $102.7B) - Prologis, Inc. entered into a material definitive agreement that is expected to significantly impact its business operations. The terms of the agreement include substantial commitments and potential financial obligations that could affect the company's future cash flows. Investors should monitor the implementation of this agreement for any risks or opportunities arising from its execution.

Forward Industries, Inc. (FORD - $8.1M) - Forward Industries, Inc. entered into Securities Purchase Agreements issuing 1,000,000 shares of Series B Preferred Stock and 111,111 warrants to investors for $1,000,000 to fund working capital and general corporate purposes. The Company also executed a Registration Rights Agreement requiring it to file a registration statement within 90 days to register the shares underlying the preferred stock and warrants, unless waived. This financing transaction significantly impacts the Company’s capital structure and may lead to future dilution upon conversion or exercise.

Cel Sci Corp (CVM - $0.62M) - CEL-SCI Corporation entered into a material definitive underwriting agreement with ThinkEquity LLC for the issuance and sale of 2,000,000 shares of common stock at $2.50 per share, with a 45-day option for an additional 190,000 shares. The Offering closed on May 23, 2025, generating gross proceeds of $5 million before underwriting discounts and expenses. The Company intends to use the net proceeds to fund the continued development of Multikine, general corporate purposes, and working capital.

Alaunos Therapeutics, Inc. (TCRT - $4.4M) - Alaunos Therapeutics entered into a material definitive agreement with Mast Hill Fund, under which Mast Hill committed to purchase up to $25 million of the Company’s common stock over a 24-month period at the Company’s discretion. The Company must file a registration statement with the SEC within 60 days to enable resale of shares issued under the agreement and warrants. Mast Hill is obligated to purchase shares when directed by the Company, but the Company controls the timing and amount of sales, with limitations on minimum purchase sizes and share price thresholds.

Nextnrg Inc. (NXXT - $346.1M) - NextNRG Inc. entered into two promissory notes with its CEO and majority shareholder, Michael D. Farkas, totaling $420,000 at a 12% fixed interest rate, both maturing by mid-2026 or upon raising at least $4 million in capital. The Company also amended a $1 million promissory note with Alcourt LLC, extending its maturity to May 31, 2025, in exchange for 26,000 shares of common stock and a $150,000 extension fee. These transactions highlight the Company’s ongoing reliance on related party financing and short-term extensions to meet working capital needs.

LiveOne, Inc. (LVO - $85.5M) - LiveOne, Inc. entered into a Material Definitive Agreement to sell $16.775 million in Original Issue Discount Senior Secured Convertible Debentures, with an option to sell an additional $11 million if certain stock price or free cash flow conditions are met within 15 months. The Debentures mature in 2028, bear an 11.75% interest rate, and include monthly redemption rights for holders starting August 2025, requiring the Company to pay redemption amounts promptly in cash. The Company may also prepay all outstanding Debentures after May 19, 2026, subject to conditions, potentially impacting future cash flow and capital structure.

Keen Vision Acquisition Corp. (KVAC - $122.3M) - Keen Vision Acquisition Corp. disclosed the entry into a material definitive agreement, indicating a significant contractual commitment. The 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 transaction or arrangement for the company.

Tandem Diabetes Care Inc. (TNDM - $1.5B) - Tandem Diabetes Care Inc. entered into a Settlement Agreement with Roche Entities to resolve all pending patent disputes and related litigation concerning its t:slim X2 pump and specific European patents. The Company agreed to pay $36 million over five years, including an $8 million initial payment, in exchange for mutual releases, waivers, and cross-licenses to insulin delivery system patents for 10 years. This agreement terminates all pending actions and provides Tandem with non-exclusive, royalty-free licenses, reducing legal risk and securing freedom to operate.

Riot Platforms, Inc. (RIOT - $3.2B) - Riot Platforms, Inc. entered into an amended and restated credit agreement with Coinbase Credit, Inc. that increases the loan principal from $100 million to $200 million and extends the availability period from two to three months. The loan matures 364 days from the original signing date, with a possible one-year extension subject to lender consent, and is secured by the Company’s financial assets including bitcoin, USDC, and cash. A one-time 1.00% upsize fee of $1 million is payable on the effective date under this amended agreement.

Blue Owl Credit Income Corp. - Blue Owl Credit Income Corp. completed a $500 million offering of 5.900% notes due 2028, with net proceeds of approximately $491.5 million intended to pay down a portion of outstanding indebtedness under its senior secured revolving credit facility. The offering was conducted through a private placement relying on exemptions from registration under the Securities Act, and the Company has agreed to indemnify the Initial Purchasers against certain liabilities under the Act. Affiliates of SMBC Nikko Securities America, Inc., who acted as representative of the initial purchasers and are lenders under the Revolver, may receive more than 5% of the proceeds if used to reduce the Revolver balance.

Mitesco, Inc. - Mitesco, Inc. entered into Senior Secured 5% Original Issue Discount Promissory Notes with institutional investors, raising gross proceeds of $75,000 through a 12-month bridge financing. The Notes bear no interest unless an event of default occurs, after which interest accrues at 15% or the maximum legal rate, and noteholders may convert the debt into common stock. Default events include failure to pay at maturity, breach of representations, material adverse events, non-compliance with SEC reporting, or loss of OTC Markets trading status, posing significant risk of dilution or increased financial burden.

Cslm Acquisition Corp - CSLM Acquisition Corp. has amended its 3rd amended and restated promissory note to increase the borrowing limit from $3,000,000 to $4,000,000. The note bears a 4.75% annual interest rate and is payable upon the earlier of the business combination completion date or its effective date. Upon a business combination, the payee may convert $1,491,000 of principal and accrued interest into Class A ordinary shares at $4.00 per share, with the remaining balance payable in cash.

Awaysis Capital, Inc. - Awaysis Capital, Inc. has entered into a material agreement as disclosed in Item 5.02, which is incorporated by reference into this filing. The filing does not provide additional details in Item 1.01 itself, so the specifics and implications of the agreement must be reviewed in Item 5.02. This incorporation indicates the agreement is significant to the company’s operations or financial condition.

Greenway Technologies Inc. - Greenway Technologies, Inc. entered into a Material Definitive Agreement term sheet with Renewable Elements, LLC to install a G-ReformerTM pilot site for producing synthesis/hydrogen gas. Renewable Elements paid a non-refundable deposit of $1.3 million, which Greenway will use for research, development, and pilot site installation, and will retain if no definitive agreements are executed. This transaction represents a significant step toward commercializing Greenway’s technology, but is contingent on finalizing definitive agreements.

Private Stock Deals 💸

First Eagle Private Credit Fund - First Eagle Private Credit Fund completed an unregistered sale of 283 Class I common shares on May 1, 2025, with the final number of shares confirmed on May 22, 2025. The shares were sold to a feeder vehicle primarily established to hold the Fund’s common shares, with total consideration of $6,740. This transaction was exempt from registration under Section 4(a)(2) and/or Regulation S of the Securities Act of 1933.

New Mountain Private Credit Fund - New Mountain Private Credit Fund completed an unregistered sale of 127,054 common shares for approximately $3.2 million as part of its continuous private offering. The shares were sold at $24.95 each under an exemption from registration pursuant to Section 4(a)(2) and Rule 506 of Regulation D. This issuance increases the Company’s equity capital without triggering public registration requirements.

BlackRock Private Credit Fund - BlackRock Private Credit Fund completed an unregistered sale of 613,678.265 Institutional Class common shares on May 1, 2025, raising approximately $14.8 million. The sale was made to feeder vehicles holding the Fund’s Institutional Class shares and was exempt from registration under Section 4(a)(2) and/or Regulation S of the Securities Act. This transaction reflects a private offering strategy to raise capital without public registration requirements.

Blue Owl Technology Income Corp. - Blue Owl Technology Income Corp. completed an unregistered sale of 1,715,431 shares of its Class I common stock on May 1, 2025, raising approximately $17.7 million. The sale was made to feeder vehicles holding the Company’s Class I shares and was exempt from registration under Section 4(a)(2) and/or Regulation S of the Securities Act. This private offering increases the Company’s equity capital without public registration, potentially impacting share dilution and ownership structure.

Blue Owl Credit Income Corp. - Blue Owl Credit Income Corp. completed an unregistered sale of 3,166,314 Class I common shares on May 1, 2025, raising approximately $29.8 million. The sale was made to feeder vehicles holding the Company’s Class I shares and was exempt from registration under Section 4(a)(2) and/or Regulation S. This private offering increases the Company’s equity capital without a public registration process.

KKR Infrastructure Conglomerate LLC - KKR Infrastructure Conglomerate LLC completed an unregistered sale of approximately 6.44 million shares across Class I, S, and D, raising about $187.3 million in cash on May 1, 2025. The transaction was conducted under exemptions from registration requirements pursuant to Section 4(a)(2), Regulation D, and/or Regulation S, targeting accredited and non-U.S. investors. Since inception in June 2023, the Company has raised approximately $4.05 billion through its continuous private offering of shares.

KKR Private Equity Conglomerate LLC - KKR Private Equity Conglomerate LLC completed an unregistered sale of approximately 7.6 million shares across four classes, raising about $232.4 million in cash on May 1, 2025, with final share numbers confirmed on May 20, 2025. The sales were conducted under exemptions from registration requirements pursuant to Section 4(a)(2), Regulation D, and/or Regulation S, targeting accredited and non-U.S. investors. Since its inception on August 1, 2023, the Company has raised nearly $5.95 billion through its continuous private offering of shares.

Deals Cancelled ❌

SPAR Group, Inc. (SGRP - $26.5M) - SPAR Group, Inc. has terminated its Merger Agreement with Highwire Capital, LLC after the merger was not consummated by the May 22, 2025 deadline. As a result of the termination, Highwire Capital is required to pay SPAR Group a Termination Fee by May 28, 2025. The Company highlights uncertainty regarding its ability to collect this fee and notes potential risks related to Nasdaq compliance and its financial condition.

Shareholder Rights Change 📜

AYRO, Inc. (AYRO - $3.6M) - AYRO, Inc. has reported a material modification to the rights of security holders as required under Item 3.03 of Form 8-K. The details of this modification are incorporated by reference to Item 5.03 of the same filing, indicating a significant change affecting shareholder rights. Investors should review Item 5.03 for the specific nature and implications of these modifications.

Castle Biosciences Inc. (CSTL - $473.5M) - Castle Biosciences Inc. referenced Item 5.03 in this filing, indicating a material modification of rights of security holders. The specific details of these modifications are contained in Item 5.03 of the same 8-K report. Investors should review Item 5.03 to understand the impact on their securities and any potential changes in shareholder rights.

Business Shutdowns 🔒

Boundless Bio, Inc. (BOLD - $37.8M) - Boundless Bio, Inc. announced a workforce reduction of approximately one-third of its employees as part of a portfolio prioritization effort. The Company expects to incur one-time costs of approximately $1.2 million related to termination benefits, including severance and healthcare, primarily recognized in Q2 2025. These cost estimates are subject to change, and additional unforeseen expenses may arise from the workforce reduction implementation.

Audit Firm Swaps 🔄

SurgePays, Inc. (SURG - $59.4M) - SurgePays, Inc. announced the resignation of Rodefer Moss & Co, PLLC as its independent registered public accounting firm, effective May 19, 2025, with no disagreements or reportable events noted during their tenure. Rodefer’s audit reports for fiscal years 2023 and 2024 included a Critical Audit Matter related to revenue audit evidence and goodwill impairment assessment but contained no adverse or qualified opinions. The company’s Audit Committee has appointed TAAD, LLP as the new independent registered public accounting firm as of May 23, 2025.

LAVA Therapeutics NV (LVTX - $33.1M) - LAVA Therapeutics NV has dismissed PricewaterhouseCoopers Accountants N.V. (PwC) and appointed KPMG LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2025. PwC’s prior audit reports for 2023 and 2024 contained no adverse opinion, disclaimer, or qualification, and there were no unresolved disagreements or reportable events except for previously disclosed material weaknesses in internal controls, which were remediated as of December 31, 2024. PwC has provided a letter to the SEC confirming its agreement with these statements and will fully cooperate with KPMG regarding any inquiries.

Falcon's Beyond Global, Inc. (FBYD - $257.6M) - Falcon’s Beyond Global, Inc. has dismissed Deloitte & Touche LLP as its independent registered public accounting firm, effective May 22, 2025, with no disagreements or reportable events except for previously disclosed material weaknesses in internal controls and a going concern explanatory paragraph in Deloitte’s audit reports. The Company has appointed KPMG LLP as its new independent auditor for fiscal year 2025, with no prior consultations between KPMG and the Company regarding accounting or audit opinions. Deloitte & Touche has provided a letter confirming its agreement with the Company’s disclosures, and KPMG will begin auditing starting with the quarter ending June 30, 2025.

DNOW Inc. (DNOW - $1.6B) - DNOW Inc. has dismissed Ernst & Young LLP as its independent registered public accounting firm and appointed KPMG LLP for the fiscal year ending December 31, 2025. EY’s prior audit reports for 2023 and 2024 contained no adverse opinions, qualifications, or disagreements regarding accounting principles or practices. There were no reportable events or consultations with KPMG prior to their appointment, indicating a routine transition without identified accounting or auditing issues.

Random Updates 🧩

Columbus Circle Capital Corp. I (CCCMU) - Columbus Circle Capital Corp I completed its IPO on May 19, 2025, issuing 25,000,000 units at $10.00 each, including 3,000,000 units from the underwriters' over-allotment option, raising gross proceeds of $250,000,000. Concurrently, the Company completed a Private Placement of 705,000 units at $10.00 per unit, generating an additional $7,050,000 in gross proceeds. The total proceeds of $257,050,000 were placed in a U.S.-based trust account, and an audited balance sheet reflecting these transactions is included as Exhibit 99.1.

Eve Holding, Inc. (EVEX - $1.4B) - Following the resignation of María Cordón from the Board of Directors and the Audit Committee, Eve Holding, Inc. has appointed Paul Eremenko to the Audit Committee. This change impacts the company's governance and oversight functions, particularly in financial reporting and compliance. The appointment aims to maintain the Audit Committee's effectiveness amid the recent board turnover.

INNOVATE Corp. (VATE - $78.9M) - INNOVATE Corp. announced that its portfolio company DBM Global will pay a cash dividend, signaling positive cash flow and potential income for shareholders. The announcement was made via a press release attached as Exhibit 99.1 to the 8-K filing. This event does not constitute a formal filing under the Securities Act or Exchange Act beyond this disclosure.

Avalon GloboCare Corp. (ALBT - $7.4M) - Avalon GloboCare Corp. disclosed non-compliance with Nasdaq’s minimum stockholders’ equity requirement, reporting negative equity of ($3.9 million) as of March 31, 2025, which risks delisting from The Nasdaq Capital Market. The company plans to submit a compliance plan to Nasdaq but warns there is no assurance the plan will be accepted or that it can regain or maintain compliance. If delisted, Avalon’s stock would likely trade on less liquid over-the-counter markets as a penny stock, significantly impairing investor access, raising trading costs, and materially adversely affecting its capital-raising ability and business prospects.

Emergent BioSolutions Inc. (EBS - $365.3M) - The United States District Court granted preliminary approval of a proposed settlement resolving multiple shareholder derivative actions against Emergent BioSolutions, with a final approval hearing scheduled for August 6, 2025. The settlement involves no admission of fault, liability, or wrongdoing by the defendants. Emergent BioSolutions filed the relevant stipulation and notice as exhibits to this 8-K, signaling progress toward resolving the litigation.

Benchmark 2025-V15 Mortgage Trust - Benchmark 2025-V15 Mortgage Trust announced agreements to sell all Publicly Offered Certificates totaling $644.3 million and Privately Offered Certificates totaling $88.9 million to a syndicate of underwriters and initial purchasers led by Goldman Sachs & Co. LLC, with closing expected around June 12, 2025. The issuance of the Certificates will occur under a Pooling and Servicing Agreement involving multiple servicers and trustees, with certain Whole Loans governed by Co-Lender Agreements and some serviced under separate Non-Serviced PSAs. There are no indications of non-compliance, litigation, or impairment risks disclosed in this filing.

Atlas Energy Solutions Inc. (AESI - $1.6B) - Atlas Energy Solutions Inc. filed a prospectus supplement to its Form S-3ASR registration statement to cover the resale of up to 1,727,764 shares of common stock by a certain stockholder. The filing includes a legal opinion from Vinson & Elkins L.L.P. confirming the validity of the shares. There are no indications of non-compliance or litigation related to this resale offering.

Silvercrest Asset Management Group Inc. (SAMG - $136.5M) - Silvercrest Asset Management Group Inc. announced a share repurchase program authorizing up to $25 million to buy back Class A common stock. Repurchases may be funded through cash on hand, borrowings, or other sources and executed via market purchases, private transactions, block purchases, or 10b5-1 trading plans. The program can be amended, suspended, or discontinued at any time and does not obligate the Company to repurchase any shares.

Prothena Corp Public LTD Co (PRTA - $398.3M) - Prothena Corporation plc announced the discontinuation of further development of birtamimab following the Phase 3 AFFIRM-AL clinical trial results. This decision likely reflects unfavorable trial outcomes impacting the drug’s future prospects. Investors should consider the potential negative impact on Prothena’s pipeline and valuation due to this termination of a key development program.

MNTN, Inc. (MNTN - $1.3B) - MNTN, Inc. completed its initial public offering of 13,455,000 shares of Class A Common Stock at $16.00 per share, generating gross proceeds of $134.4 million for the company. The offering included the full exercise of the underwriters' option to purchase an additional 1,755,000 shares from selling stockholders. The company did not receive any proceeds from the shares sold by the selling stockholders.

Hinge Health, Inc. (HNGE - $2.9B) - Hinge Health, Inc. completed its initial public offering of 15,715,900 shares of Class A Common Stock at $32.00 per share, generating gross proceeds of approximately $272.7 million for the Company. The offering included 2,049,900 shares sold pursuant to the full exercise of the underwriters' option to purchase additional shares. The Company did not receive any proceeds from shares sold by selling stockholders.

Allied Gaming & Entertainment Inc. (AGAE - $92.6M) - Allied Gaming & Entertainment Inc. announced its combined 2024/2025 annual meeting of stockholders will be held on August 4, 2025, with a record date of June 25, 2025, following a missed annual meeting last year. Stockholders must submit any qualified proposals or director nominations by June 2, 2025, to be considered for inclusion in the proxy materials or for other meeting purposes, with additional proxy solicitation notices due by June 5, 2025. The Company emphasized strict compliance with its Bylaws and SEC rules, highlighting the importance of timely and properly formatted submissions to avoid disqualification.

NorthStar Healthcare Income, Inc. - NorthStar Healthcare Income, Inc. is proceeding with a merger into Compound Merger Sub LLC, with a special stockholder meeting scheduled for June 4, 2025, to approve the transaction. The Company is facing litigation from stockholders challenging the adequacy of disclosures in its proxy statements, with two complaints filed in New York Supreme Court and four demand letters received. Although NorthStar Healthcare denies all allegations, it has chosen to voluntarily supplement its Definitive Proxy Statement to avoid potential litigation, delay, and disruption to the Merger process.

Pepsico Inc. (PEP - $180.7B) - PepsiCo terminated its $5 billion 364-day and five-year unsecured revolving credit agreements dated May 24, 2024, with no outstanding borrowings at termination. On May 23, 2025, PepsiCo entered into new $5 billion 364-day and five-year unsecured revolving credit agreements with Citibank, featuring customary terms, borrowing flexibility, and potential commitment increases up to $5.75 billion. These credit facilities support general corporate purposes and include standard representations, warranties, and events of default, with lenders potentially engaging in other commercial or investment banking transactions with PepsiCo.

BMO 2025-C12 Mortgage Trust - BMO 2025-C12 Mortgage Trust entered into an underwriting agreement with multiple underwriters, including BMO Capital Markets and Deutsche Bank Securities, for the sale of Public Certificates totaling approximately $561.96 million, scheduled to close on June 12, 2025. The Depositor also agreed to sell Private Certificates worth about $66.81 million to the Initial Purchasers in a transaction exempt from registration under the Securities Act. The issuance of the Certificates will occur pursuant to a Pooling and Servicing Agreement involving several servicers and Citibank as trustee, with the Certificates divided into specified Public and Private classes.

Lake Shore Bancorp, Inc. /MD/ - Lake Shore Bancorp, Inc. announced the commencement of a stock offering related to its conversion from a mutual holding company to a stock holding company. This offering marks a significant corporate restructuring event with potential impact on shareholder structure and capital. No negative events such as litigation or non-compliance were disclosed in this filing.

Outlook Therapeutics, Inc. (OTLK - $59.1M) - Outlook Therapeutics, Inc. entered into an underwriting agreement to sell 9,285,714 shares of common stock and warrants to purchase 18,571,428 shares at a combined price of $1.40 per unit, expecting to raise approximately $13.0 million before expenses. The offering includes a significant related party commitment from GMS Ventures and Investments, affiliated with two company directors, for approximately $6.0 million. The warrants are exercisable immediately with restrictions on ownership percentages to avoid a change of control, and the offering is expected to close around May 27, 2025, subject to customary conditions.

Liquidia Corp (LQDA - $1.5B) - Liquidia Corporation announced that YUTREPIA™ (treprostinil) inhalation powder has received final FDA approval for treating pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD) as of May 23, 2025. The Company plans to begin commercializing YUTREPIA promptly but warns that ongoing and potential litigation may delay or prevent successful commercialization despite FDA approval. Liquidia intends to vigorously defend against all new and ongoing litigation, which could materially impact the product’s market launch and revenue prospects.

MainStreet Bancshares, Inc. (MNSB - $148.7M) - MainStreet Bancshares, Inc. declared a quarterly cash dividend of approximately $0.47 per Depositary Share on its 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock, payable on June 30, 2025, to shareholders of record as of June 13, 2025. The dividend corresponds to $18.75 per share of Series A Preferred Stock, with future dividends expected to be paid quarterly on March 30, June 30, September 30, and December 30. The Company’s Depositary Shares trade on Nasdaq under the symbol “MNSBP.”

Texas Instruments Inc. (TXN - $171.1B) - Texas Instruments issued $1.2 billion aggregate principal amount of notes, consisting of $550 million of 4.500% Notes due 2030 and $650 million of 5.100% Notes due 2035. The issuance was completed on May 23, 2025, under an underwriting agreement with Barclays Capital, Morgan Stanley, and MUFG Securities. These Notes were issued pursuant to a 2011 Indenture and registered under a Form S-3 filed in February 2025.

ACM Research, Inc. (ACMR - $1.5B) - ACM Research, Inc. disclosed that its operating subsidiary, ACM Shanghai, filed a Record of May 2025 Investor Relations Activity with the Shanghai Stock Exchange in compliance with STAR Market rules. The Record was publicly posted on May 20, 2025, providing updated investor relations information. This filing is furnished for informational purposes only and is not deemed filed under the Securities Exchange Act, limiting its legal liability.

KKR & Co. Inc. (KKR - $111.8B) - KKR & Co. Inc. and its subsidiary entered into an underwriting agreement to issue $550 million of 6.875% Subordinated Notes due 2065, with a 30-day option for an additional $82.5 million to cover over-allotments. The Notes are guaranteed on a subordinated unsecured basis by the Guarantor, and the offering is expected to close on May 28, 2025, subject to customary conditions. This transaction involves indemnification obligations by KKR and the Guarantor to the underwriters, highlighting potential contingent liabilities.

Ispire Technology Inc. (ISPR - $152.0M) - Ispire Technology Inc. announced it has received an interim license from the government of Malaysia to manufacture nicotine products. This regulatory approval is a significant step toward expanding the company’s operations in the nicotine market. The press release detailing this development is attached as Exhibit 99.1.

WEN Acquisition Corp (WENNU) - Wen Acquisition Corp completed its IPO on May 19, 2025, issuing 30,015,000 units at $10.00 per unit, generating gross proceeds of $300.15 million, including the full exercise of the underwriters' over-allotment option. Concurrently, the Company completed a Private Placement of 7,220,000 warrants at $1.00 each, raising an additional $7.22 million, with significant purchases by Wen Sponsor LLC and Cantor Fitzgerald & Co. All proceeds totaling $307.37 million were placed in a U.S.-based trust account, and an audited balance sheet reflecting these transactions is included as Exhibit 99.1.

Lake Shore Bancorp Inc. (LSBK - $87.8M) - Lake Shore Bancorp, Inc. announced the commencement of a stock offering tied to its conversion from a mutual holding company to a stock holding company. This transaction involves a newly chartered Maryland corporation, Lake Shore Bancorp, Inc. The press release detailing this event is filed as an exhibit and incorporated by reference.

Earnings Drops 🧮

Solitron Devices Inc. - Solitron Devices, Inc. announced its audited fiscal 2025 fourth quarter results on May 23, 2025. The detailed financial information is provided in the attached press release (Exhibit 99.1). No negative events such as impairment, litigation, or non-compliance were disclosed in this filing.

Charter Tweaks ✏️

Aptevo Therapeutics Inc. (APVO - $2.5M) - Aptevo Therapeutics Inc. completed a 1-for-20 reverse stock split of its common stock effective May 23, 2025, reducing the number of outstanding shares and proportionately adjusting the exercise price and number of shares issuable under stock options, restricted stock units, and warrants. No fractional shares were issued; instead, stockholders received cash payments for fractional shares, while warrant holders had fractional shares rounded up. The Company’s common stock will trade on a split-adjusted basis on The Nasdaq Capital Market starting May 27, 2025.

Jefferies Credit Partners BDC Inc. - Jefferies Credit Partners BDC Inc. filed Amendments to its charter effective May 20, 2025, renaming its authorized common stock as Class I Common Stock. The Company also reclassified 400 million shares of Class I Common Stock into two new classes: Class S Common Stock and Class D Common Stock, each comprising 200 million shares. These changes may impact the Company’s capital structure and shareholder rights, requiring close monitoring for potential effects on voting power and dividends.

Vor Biopharma Inc. (VOR - $21.9M) - Vor Biopharma Inc. increased its authorized shares of common stock from 400 million to 800 million, as approved by stockholders at the 2025 annual meeting. This amendment was effected through a Certificate of Amendment filed with the Delaware Secretary of State on May 22, 2025. The increase in authorized shares provides the Company with greater flexibility for future equity financings or strategic transactions.

Quad/Graphics, Inc. (QUAD - $295.1M) - Quad/Graphics, Inc. announced an amendment to its Amended Bylaws reducing the Board of Directors from ten to nine members, effective immediately before the Annual Meeting on May 21, 2025. This change reflects a board size reduction approved by the Board of Directors. There are no indications of resignations or related party issues associated with this amendment.

Gulfport Energy Corp (GPOR - $3.5B) - Gulfport Energy’s stockholders approved an amendment to the Company’s Certificate of Incorporation providing for exculpation of certain officers as permitted by Delaware law, potentially limiting officer liability. All director nominees were elected, with John Reinhart receiving the highest support and Mary Shafer-Malicki the lowest, indicating some dissent among shareholders. Additionally, stockholders ratified Grant Thornton LLP as independent auditors for 2025 and approved the executive compensation on a non-binding basis.

Ardent Health Partners, Inc. (ARDT - $2.2B) - Ardent Health Partners, Inc. filed an amendment to its Certificate of Incorporation to change its name to Ardent Health, Inc., effective June 3, 2025. The amendment was approved by the Board of Directors and does not require stockholder approval under Delaware law. The company’s common stock will continue trading on the NYSE under the symbol "ARDT" with no change to its CUSIP number.

Sprouts Farmers Market, Inc. (SFM - $16.5B) - Sprouts Farmers Market, Inc. has amended its Certificate of Incorporation to declassify its Board of Directors in phases, with the entire Board to be elected annually by 2028, allowing for directors to be removed with or without cause thereafter. This Declassification Amendment became effective upon filing with Delaware on May 23, 2025, and is accompanied by conforming amendments to the Company’s Bylaws reflecting the new removal provisions. These changes increase shareholder power over Board composition and director accountability, potentially impacting governance and control dynamics.

Clorox Co De (CLX - $16.6B) - The Clorox Company amended and restated its bylaws effective May 19, 2025, to implement a cure process for deficiencies in director nomination notices submitted by shareholders. Shareholders will now be notified of any deficiencies within the specified time period and given an opportunity to cure such deficiencies. This change may impact shareholder nomination procedures and governance dynamics.

Assurant Inc. (AIZ - $10.3B) - Assurant, Inc. has amended its Charter to allow stockholders holding at least 25% of voting power to call special meetings, enhancing shareholder rights. The Company also eliminated its 6.50% Series D Mandatory Convertible Preferred Stock, as all outstanding shares were converted to common stock prior to the filing. These changes became effective on May 21, 2025, along with conforming amendments to the By-laws to implement the new special meeting provisions.

Wingstop Inc. (WING - $9.3B) - Wingstop Inc. announced amendments to its Certificate of Incorporation that declassify the Board of Directors, enabling annual election of directors, and eliminate supermajority voting provisions. These Governance Amendments became effective on May 22, 2025, following stockholder approval at the 2025 Annual Meeting and filing with the Delaware Secretary of State. Concurrently, the Company’s bylaws were amended to remove the sole supermajority voting requirement for bylaw amendments, aligning with the changes to the Certificate of Incorporation.

Reg FD Buzz 🗞️

QVC Group, Inc. (QVCGA - $0.83M) - QVC Group, Inc. announced that its Board of Directors has decided to suspend the quarterly cash dividend of $2.00 per share on its 8.0% Series A Cumulative Redeemable Preferred Stock, starting with the dividend payable on June 16, 2025. This suspension, driven by macro-economic challenges such as cord-cutting, tariff headwinds, and current leverage levels, will defer approximately $25 million in cash dividend payments per quarter while dividends will continue to accrue and cumulate. The Board will periodically reassess the situation and may resume payments if financial conditions improve, reflecting a focus on strengthening the Company’s capital structure amid ongoing risks.

Liberty Latin America Ltd. (LILA - $1.0B) - Liberty Latin America Ltd. disclosed that Liberty Communications PR Holding LP, its wholly-owned subsidiary, made its financial report for the quarter ended March 31, 2025, publicly available on May 23, 2025. This disclosure was furnished under Item 7.01 of Form 8-K and is for informational purposes only, not subject to Section 18 liabilities. There are no indications of non-compliance, litigation, or other negative events in this filing.

Pcb Bancorp (PCB - $297.7M) - Pcb Bancorp disclosed the receipt of a Notice, detailed in an attached press release, but did not specify the nature or source of the Notice. The filing highlights risks of non-compliance with Nasdaq Listing Rules, potential delisting, and possible delays or errors in financial reporting. The Company issues a caution regarding forward-looking statements that involve substantial uncertainties and may materially differ from actual outcomes.

Marin Software Inc. (MRIN - $3.0M) - Marin Software Inc. disclosed it received a Notice related to its compliance with Nasdaq listing rules and the potential Dissolution of the company, highlighting risks around timely filing of required financial reports. The company issued a Definitive Proxy Statement for a Special Meeting where stockholders will vote on the Dissolution, urging shareholders to review all related materials carefully. Forward-looking statements emphasize significant risks and uncertainties that could materially and adversely affect the company’s future results and listing status.

Movano Inc. (MOVE - $6.3M) - Movano Inc. disclosed it received a Notice related to its non-compliance with Nasdaq’s listing rules and is actively working on a plan to regain compliance. The Company cautions that there are significant risks and uncertainties, including potential delays in submitting required filings and Nasdaq’s acceptance of any compliance plan. This disclosure highlights ongoing regulatory challenges that could impact the Company’s listing status and investor confidence.

Sunnova Energy International Inc. (NOVA - $26.5M) - Sunnova Energy International Inc. disclosed receipt of a Notice related to its regulatory status, emphasizing the forward-looking nature of its statements regarding future filings and compliance. The Company highlighted potential risks that could impact its ability to regain compliance with NYSE continued listing requirements. No specific non-compliance details or adverse actions were disclosed, but the filing underscores ongoing uncertainty and risk factors affecting the Company’s regulatory standing.

Plus Therapeutics Inc. (PSTV - $5.7M) - Plus Therapeutics Inc. disclosed receipt of a Notice under Nasdaq Listing Rule 5810(b) on May 23, 2025, as detailed in an attached press release. This disclosure is furnished under Regulation FD and is explicitly stated as not filed for purposes of Section 18 of the Securities Exchange Act, limiting liability. The information will not be incorporated by reference into other filings unless specifically referenced, indicating a controlled and limited disclosure.

urban-gro, Inc. (UGRO - $5.0M) - urban-gro, Inc. disclosed the receipt of a Notice via a press release dated May 23, 2025, which is attached as Exhibit 99.1 to the filing. The information provided under Item 7.01 is furnished solely for Regulation FD purposes and is explicitly stated as not filed or subject to liability under Section 18 of the Exchange Act. This disclosure is also not incorporated by reference into any other SEC filings unless specifically stated, limiting its legal impact on the company’s formal filings.

Brand Engagement Network Inc. (BNAI - $12.4M) - Brand Engagement Network Inc. disclosed the receipt of a Notice via a press release dated May 23, 2025, which is furnished as Exhibit 99.1 but is not deemed filed under the Securities Exchange Act. The filing emphasizes that the information contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially from expectations. The Company disclaims any obligation to update these forward-looking statements, highlighting potential risks detailed in its prior SEC filings.

reAlpha Tech Corp. (AIRE - $28.2M) - reAlpha Tech Corp. will use its investor relations website, press releases, SEC filings, public conference calls, and certain social media accounts—including those of its CEO, COO, and CFO—to disclose material financial and operational information in compliance with Regulation FD. Investors are advised to monitor these social media accounts, as information posted there may be considered material and subject to disclosure obligations. This disclosure is furnished and not filed under the Securities Exchange Act, and does not constitute an admission of materiality.

Guild Holdings Co (GHLD - $815.6M) - Guild Holdings Co furnished a press release under Item 7.01 of Form 8-K on May 23, 2025, which is attached as Exhibit 99.1. This disclosure is provided under Regulation FD and is explicitly not filed for purposes of Section 18 of the Exchange Act, limiting the Company's liability. The information will not be incorporated by reference into any future Securities Act or Exchange Act filings unless specifically stated.

Financial Attachments 📎

Amaze Holdings Inc. (AMZE - $6.5M) - Amaze Holdings Inc. has filed the audited consolidated financial statements of its acquisition, Amaze Software, Inc., for the years ended December 31, 2024 and 2023, along with the independent auditor’s report. The filing also includes unaudited pro forma combined financial information reflecting the impact of the acquisition as of March 31, 2025, and for the year ended December 31, 2024. There are no indications of non-compliance, impairment, or other negative issues disclosed in this filing.

Triller Group Inc. (ILLR - $115.2M) - Triller Group Inc. filed a Form 8-K on May 23, 2025, which includes a press release as Exhibit 99.1 and an Inline XBRL cover page data file. The filing does not disclose any material adverse events, non-compliance, or other negative developments. No financial statements or other significant disclosures were included in this filing.

Midland States Bancorp, Inc. (MSBI - $383.8M) - Midland States Bancorp, Inc. filed a Form 8-K including a press release dated May 23, 2025, but the filing does not disclose any material adverse events or negative developments. The submission includes the required financial statements and exhibits with no indication of non-compliance or litigation. There are no actionable issues or risks highlighted in this filing for investors or portfolio managers.

South Plains Financial Inc. (SPFI - $584.4M) - The Item 9.01 filing for South Plains Financial Inc. (SPFI) contains only the Cover Page Interactive Data File formatted as Inline XBRL. There are no disclosures of financial statements, material events, or negative developments in this filing. This submission is purely technical and does not impact the company's financial or operational status.

Webster Financial Corp (WBS - $8.8B) - The filing for Webster Financial Corp (WBS) under Item 9.01 contains only the Cover Page Interactive Data File embedded within the Inline XBRL document. There are no disclosures of non-compliance, litigation, or other material events in this filing. This submission is purely technical and does not impact the company’s financial or operational status.

Welltower Inc. (WELL - $98.5B) - Welltower Inc. filed an amendment to its 2022 Long-Term Incentive Plan, reflecting updates to its executive compensation framework. The filing includes the Amended and Restated plan as Exhibit 10.1, which may impact future equity awards and incentive structures. No negative events such as non-compliance or terminated agreements were disclosed in this filing.

Shareholder Votes 🗳️

ThredUp Inc. (TDUP - $827.1M) - At the 2025 Annual Meeting, ThredUp Inc. stockholders elected Ian Friedman, Timothy Haley, and Coretha Rushing as Class I directors to serve until 2028. The stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. A majority of shares were voted, constituting a quorum, with strong support for both proposals.

Mister Car Wash, Inc. (MCW - $2.5B) - At the 2025 Annual Meeting, Mister Car Wash, Inc. shareholders elected three Class I directors to serve until 2028, with John Danhakl, John Lai, and Jonathan Seiffer receiving majority but notable withheld votes. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025 was ratified with overwhelming support. An advisory resolution approving executive compensation was also approved, despite receiving nearly 20 million votes against, indicating some shareholder dissent.

Mohawk Industries Inc. (MHK - $6.7B) - At Mohawk Industries Inc.’s Annual Meeting held on May 22, 2025, all nominated directors were elected for three-year terms, with Joseph A. Onorato receiving over 47.8 million votes in favor despite approximately 5 million votes against. The stockholders ratified the selection of KPMG LLP as the independent registered public accounting firm for fiscal year 2025 with a strong majority of over 54.5 million votes in favor. The advisory vote on executive compensation passed with approximately 48.4 million votes for, though there was notable opposition of over 4.4 million votes against, signaling some shareholder dissatisfaction.

Vigil Neuroscience, Inc. (VIGL - $116.2M) - At Vigil Neuroscience’s 2025 Annual Meeting, stockholders approved the election of two Class I directors, Gerhard Koenig, Ph.D., and Samantha Budd Haeberlein, Ph.D., to serve until 2028. The stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025. There were no negative votes or controversies reported in connection with these proposals.

Markel Group Inc. (MKL - $24.3B) - At the 2025 Annual Meeting, shareholders elected directors to the Board and approved on an advisory basis the compensation of named executive officers. The selection of KPMG LLP as the independent registered public accounting firm for 2025 was ratified by shareholders. Notably, a shareholder proposal for a report on the Company's greenhouse gas emissions was rejected, while a proposal to adopt a simple majority vote was approved.

Weave Communications, Inc. (WEAV - $787.2M) - At the 2025 Annual Meeting, Weave Communications, Inc. stockholders elected two Class I directors, Tyler Newton and David Silverman, each for a three-year term ending in 2028. Both directors were elected despite a significant number of withheld votes, with Newton receiving 18,622,358 withheld votes and Silverman 11,558,813. Additionally, stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2025 with overwhelming support.

Schwab Charles Corp (SCHW - $162.1B) - At the 2025 Annual Meeting, all director nominees for Schwab Charles Corp were elected with a majority of votes for each candidate. The stockholders approved the ratification of Deloitte & Touche LLP as the company’s independent auditors for fiscal 2025 and also passed the advisory vote on named executive officer (NEO) compensation. Notably, the stockholder proposal to declassify the board for annual director elections was approved, signaling a shift toward increased board accountability.

Bab Inc. - At the annual meeting held on May 23, 2025, shareholders elected four Directors to serve one-year terms, with all nominees receiving a majority of votes for despite a notable number of votes withheld and broker non-votes. Shareholders also ratified the appointment of Sassetti LLC as the Company’s independent auditors for the fiscal year ending November 30, 2025, with overwhelming support. There were no indications of controversy or opposition significant enough to impact governance or audit oversight.

Employers Holdings, Inc. (EIG - $1.2B) - At the 2025 Annual Meeting, Employers Holdings, Inc. stockholders elected all nominated directors to serve until the 2026 Annual Meeting, with strong majority votes in favor. The stockholders also approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers. Additionally, the stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Sotera Health Co (SHC - $3.6B) - At Sotera Health Co’s 2025 annual meeting, stockholders elected all three director nominees to serve three-year terms and approved the named executive officers’ compensation on a non-binding advisory basis. The stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025. There were no indications of non-compliance or litigation matters raised in the voting results.

Sixth Street Specialty Lending, Inc. (TSLX - $2.1B) - At the annual meeting on May 22, 2025, Sixth Street Specialty Lending, Inc. stockholders elected the Class II director nominees and ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2025. The special meeting held the same day was adjourned due to lack of quorum and will reconvene on June 20, 2025 to vote on the pending proposal. No changes have been made to the proposal, and previously submitted proxies will be counted unless revoked before the reconvened meeting.

Northrop Grumman Corp De (NOC - $67.8B) - At Northrop Grumman's 2025 Annual Meeting, shareholders elected twelve directors, including Kathy J. Warden and Arvind Krishna, with all nominees receiving strong majority support. The advisory vote on executive compensation was approved, though with notable opposition of over 6 million shares against. Shareholders also ratified Deloitte & Touche LLP as independent auditor, while rejecting a shareholder proposal to enhance the clawback policy on unearned executive pay.

Aurora Innovation, Inc. (AUR - $11.1B) - At the 2025 Annual Meeting, Aurora Innovation, Inc. stockholders elected three Class I directors to serve until 2028, with Chris Urmson, Sterling Anderson, and John Donahoe receiving majority support. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. Additionally, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025.

Frontier Communications Parent, Inc. (FYBR - $9.2B) - At Frontier Communications Parent, Inc.’s 2025 Annual Meeting, all ten director nominees were elected with strong majority votes, despite 21,226,329 broker non-votes. The appointment of KPMG LLP as the independent registered public accounting firm for 2025 was ratified with significant shareholder support and no broker non-votes. The advisory vote on named executive compensation was approved, though it faced over 6 million votes against and a substantial number of broker non-votes.

Precision Optics Corporation Inc. (POCI - $34.3M) - At the May 20, 2025 annual meeting, Precision Optics Corporation’s stockholders elected all nominated directors with no votes against, confirming the current board composition. The stockholders also approved, on an advisory basis, the executive compensation for the fiscal year ended June 30, 2024, despite some dissenting votes. Additionally, the appointment of Stowe & Degon, LLC as the independent registered public accounting firm for fiscal 2025 was ratified with overwhelming support, indicating no immediate concerns about audit oversight.

Telephone Data Systems Inc. De (TDS - $4.0B) - At the May 22, 2025 Annual Meeting, all nominated directors were elected, with strong support from Series A Common Shares and mixed votes from Common Shares, indicating some shareholder dissent. The proposal to ratify PricewaterhouseCoopers LLP as Independent Registered Public Accountants for 2025 was approved overwhelmingly. The advisory "Say-on-Pay" vote to approve executive compensation also passed, though with notable opposition from approximately 8.8 million votes against.

TransMedics Group, Inc. (TMDX - $4.1B) - At the 2025 Annual Meeting, TransMedics Group shareholders elected eight directors to the Board, with notable opposition votes against Edward M. Basile and Edwin M. Kania, Jr., indicating some shareholder dissent. The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with a significant minority voting against. Additionally, the shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025, despite over 2 million votes against, reflecting some shareholder concern.

Waters Corp De (WAT - $21.3B) - At Waters Corporation’s annual meeting on May 22, 2025, all nominated directors were re-elected to the Board with strong shareholder support. The stockholders ratified the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025. Additionally, shareholders approved the non-binding advisory vote on executive compensation and the amended and restated 2009 Employee Stock Purchase Plan.

Easterly Government Properties, Inc. (DEA - $985.2M) - At the May 22, 2025 Annual Meeting, Easterly Government Properties, Inc. stockholders elected all seven director nominees, with Tara S. Innes receiving the highest support at 70.9 million votes for. The stockholders also approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with 67.3 million votes for and 5.7 million votes against. Additionally, the stockholders ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025, with 88.9 million votes for and 4.9 million votes against.

Gap Inc. (GAP - $10.5B) - At Gap Inc.'s Annual Meeting on May 20, 2025, all director nominees were duly elected with substantial shareholder support, despite notable opposition to Robert J. Fisher. The shareholders ratified the selection of Deloitte & Touche LLP as the independent accountant for the fiscal year ending January 31, 2026. Additionally, the overall compensation of the Company’s named executive officers was approved on an advisory basis, reflecting shareholder endorsement of executive pay.

Arbutus Biopharma Corp (ABUS - $599.5M) - At the 2025 Annual General Meeting, Arbutus Biopharma shareholders elected all five director nominees with strong majority votes. The shareholders also approved, by non-binding advisory vote, the compensation of the Company’s named executive officers. Additionally, Ernst & Young LLP was approved as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Ingredion Inc (INGR - $9.0B) - Ingredion Inc's stockholders elected all 11 director nominees to the Board for one-year terms at the 2025 annual meeting, with vote counts ranging from approximately 51 million to 53 million in favor. The stockholders also approved, on an advisory basis, the compensation of the named executive officers, with over 50.8 million votes in favor and 2.7 million against. Additionally, stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025, with approximately 54.6 million votes for and 3 million against.

Henry Schein Inc. (HSIC - $9.0B) - At the Henry Schein 2025 Annual Meeting, all twelve incumbent directors were re-elected to serve terms expiring in 2026, with votes ranging from approximately 87.7 million to 97 million in favor. Max Lin and William K. “Dan” Daniel were also elected as new directors for terms expiring in 2026, with Max Lin receiving over 108 million votes in favor. Additionally, stockholders approved the non-binding say-on-pay proposal for 2024 executive compensation and ratified BDO USA, P.C. as the independent auditor for fiscal year 2025.

Scholar Rock Holding Corp (SRRK - $2.9B) - At the May 22, 2025 annual meeting, Scholar Rock Holding Corp’s stockholders elected Srinivas Akkaraju, M.D., Ph.D. and Joshua Reed as Class I directors for three-year terms, while votes for Jay T. Backstrom were not counted due to his prior resignation from the board and CEO role. The Company withdrew the proposal to ratify Ernst & Young LLP as its independent registered public accounting firm for fiscal 2025. Stockholders gave non-binding approval to the compensation of the Company’s named executive officers.

Steven Madden LTD (SHOO - $1.9B) - At the 2025 Annual Meeting, Steven Madden, Ltd. shareholders elected all eleven director nominees with strong majority votes, ensuring continuity in the Board’s composition. The stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 by an overwhelming margin. Additionally, shareholders approved the executive compensation on a non-binding advisory basis, signaling support for the Company’s current pay practices.

Upstart Holdings, Inc. (UPST - $4.5B) - Upstart Holdings, Inc. held its annual meeting on May 23, 2025, where Peter Bernard and Paul Gu were elected as Class II directors, though Paul Gu received a significant number of votes withheld (10.5 million). The stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2025 with overwhelming support. An advisory vote on the compensation of named executive officers was approved but faced notable opposition, with over 11.6 million votes against.

Fortitude Gold Corp - At the May 21, 2025 annual shareholders’ meeting, Fortitude Gold Corporation’s shareholders elected Bill M. Conrad and Jason D. Reid as directors. The shareholders also ratified the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the year ending December 31, 2025. There were no indications of controversy or opposition significant enough to affect governance or audit oversight.

Actuate Therapeutics Inc. (ACTU - $201.3M) - At the May 22, 2025 Annual Meeting, Actuate Therapeutics' stockholders elected all three Class I director nominees to the Board for three-year terms ending in 2028. The stockholders also ratified the appointment of Crowe LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. There were no indications of non-compliance or litigation issues related to these governance matters.

Beyond Meat Inc. (BYND - $213.4M) - At Beyond Meat’s 2025 Annual Meeting, stockholders elected Ethan Brown, Colleen Jay, and Raymond J. Lane as Class III directors to serve until 2028, despite significant opposition votes exceeding 1.5 million for each nominee. The stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025, with over 1.2 million votes against. Additionally, the advisory vote to approve executive compensation passed but faced notable dissent, with approximately 1.25 million votes against the proposal.

Helius Medical Technologies Inc. (HSDT - $2.5M) - Helius Medical Technologies Inc. stockholders approved a Reverse Stock Split at a ratio between 1-for-2 and 1-for-250 to comply with Nasdaq listing requirements. They also approved increasing authorized common shares to 800 million and the potential issuance of up to 148.6 million shares for financing. Additionally, stockholders approved an amendment to the 2022 Equity Incentive Plan and authorized adjournments to solicit further proxies if needed.

LyondellBasell Industries N.V. (LYB - $19.0B) - At the May 23, 2025 Annual Meeting, LyondellBasell Industries N.V. shareholders approved the election of all 12 director nominees with strong majority votes, ensuring board continuity through 2026. Shareholders also approved the discharge of directors from liability, the adoption of the 2024 Dutch statutory annual accounts, and the appointment and ratification of PricewaterhouseCoopers as the auditor for 2025. Additionally, an advisory resolution on executive compensation passed, and the Board was authorized to repurchase up to 10% of the Company’s issued share capital, signaling potential future share buybacks.

LPL Financial Holdings Inc. (LPLA - $30.8B) - LPL Financial Holdings Inc. announced the election of ten directors at its 2025 Annual Meeting, with all nominees receiving majority shareholder support despite notable opposition votes for some candidates. The stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year, with a significant majority voting in favor and no broker non-votes recorded. Additionally, the advisory vote on named executive officer compensation was approved on a non-binding basis, though it faced over 2 million votes against and more than 3.6 million broker non-votes.

Five Point Holdings, LLC (FPH - $407.4M) - At the 2025 Annual Meeting, shareholders elected all three director nominees—William Browning, Sam Levinson, and Michael Rossi—to serve until 2028. The shareholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers with overwhelming support. Additionally, the shareholders ratified the selection of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2025.

Alpine Income Property Trust, Inc. (PINE - $217.6M) - At the 2025 Annual Meeting, Alpine Income Property Trust, Inc. elected five directors to serve until the 2026 Annual Meeting, with all nominees receiving strong majority support. The Say-on-Pay vote for executive compensation passed but with a significant minority of 3.06 million votes against, indicating some shareholder dissatisfaction. The Company’s board will hold future advisory votes on executive compensation annually, and stockholders ratified the appointment of Grant Thornton LLP as the independent auditor for fiscal year 2025.

CCC Intelligent Solutions Holdings Inc. (CCCS - $6.0B) - At the May 22, 2025 annual meeting, CCC Intelligent Solutions Holdings Inc. stockholders elected Teri Williams as Class I Director to serve until 2028. The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers despite a significant number of votes against. Additionally, the stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2025.

Granite Ridge Resources, Inc. (GRNT - $730.3M) - At the Annual Meeting held on May 23, 2025, shareholders elected Griffin Perry and Amanda Coussens as Class III directors, with terms expiring in 2028. The shareholders also ratified the appointment of Forvis Mazars LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. There were no indications of non-compliance or contested matters in the voting results.

TrueCar, Inc. (TRUE - $145.5M) - At TrueCar’s 2025 Annual Meeting, Faye M. Iosotaluno was elected as a Class II director to serve until 2028 or until a successor is qualified. The stockholders approved the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025. Additionally, the advisory vote on the Company’s named executive officer compensation was approved, despite a significant number of votes against.

Cibus, Inc. (CBUS - $101.9M) - At Cibus, Inc.’s 2025 Annual Meeting, all seven director nominees were elected to the Board despite notable opposition votes, with Rory Riggs and Keith Walker receiving the highest against votes (361,477 and 962,059 respectively). Stockholders approved the advisory vote on executive compensation and ratified BDO USA, P.C. as the independent auditor, although the auditor ratification saw a significant 1,899,348 votes against. The meeting also saw approval of the 2025 Employee Stock Purchase Plan, issuance of up to 9,040,000 shares upon warrant exercise, and the repricing of warrants held by Rory Riggs, all critical for the company’s capital structure and executive incentives.

Unum Group (UNM - $14.4B) - At Unum Group’s Annual Meeting on May 22, 2025, shareholders elected all eleven director nominees for one-year terms expiring in 2026, with strong majority votes in favor. The shareholders also approved, on an advisory basis, the executive compensation for named officers despite notable opposition of over 11 million votes against. Additionally, shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2025 and approved the Unum European Holding Company Limited SAYE Share Option Scheme 2025.

Xcel Energy Inc. (XEL - $41.6B) - Xcel Energy’s shareholders elected all 11 directors nominated by the Board at the 2025 Annual Meeting, with some directors receiving notable opposition votes. The advisory vote on executive compensation was approved but with significant dissent, as over 37 million shares voted against the proposal. Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025, despite nearly 17.3 million votes against.

Yum China Holdings, Inc. (YUMC - $16.6B) - At Yum China Holdings’ 2025 annual meeting, stockholders elected all 12 director nominees to serve until the 2026 annual meeting, with strong majority votes despite some opposition. The appointment of KPMG Huazhen LLP and KPMG as independent auditors for 2025 was ratified, ensuring continuity in audit oversight. Additionally, stockholders approved the Board’s continuing authority to issue up to 20% of outstanding shares and repurchase up to 10%, maintaining flexibility in capital management.

US Foods Holding Corp. (USFD - $17.9B) - At the 2025 annual meeting, all nominated directors of US Foods Holding Corp. were elected with strong majority votes, though Ann E. Ziegler received a notably higher number of against votes (6,962,231) compared to other nominees. The advisory proposal to approve the Company’s named executive officer compensation was approved, despite over 8.6 million votes against. Additionally, stockholders approved a non-binding proposal to adopt a right to call a special meeting at a 15% ownership threshold, signaling increased shareholder activism potential.

Red Robin Gourmet Burgers Inc. (RRGB - $54.6M) - At Red Robin Gourmet Burgers Inc.'s annual meeting on May 22, 2025, all nine nominated directors were elected with over 98% approval, ensuring continuity in governance. The advisory vote on executive compensation was approved by 91.85% of votes cast, indicating strong shareholder support for management pay. However, two key proposals to amend the Certificate of Incorporation—officer exculpation and elimination of supermajority vote requirements—were not approved, failing to reach the necessary majority thresholds.

Everi Holdings Inc. (EVRI - $1.2B) - At the May 21, 2025 Annual Meeting, Everi Holdings Inc. stockholders re-elected Geoffrey P. Judge, Michael D. Rumbolz, and Debra L. Nutton as Class II directors to serve until 2028. Stockholders approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers. Additionally, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2025 was ratified.

Community Financial System Inc. (CBU - $3.1B) - Community Financial System, Inc. shareholders elected 12 directors to one-year terms, with all nominees receiving strong majority support. The shareholders also approved the Company’s executive compensation on a non-binding advisory basis, despite over 1.2 million votes against. Additionally, PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2025, indicating continued auditor engagement.

BankUnited, Inc. (BKU - $2.7B) - BankUnited, Inc. successfully elected all nine director nominees to its Board of Directors at the annual meeting held on May 22, 2025. The shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2025 with overwhelming support. However, the advisory vote to approve the compensation of the Company’s named executive officers received significant opposition, with over 12 million votes against the proposal.

Redwood Trust Inc. (RWT - $782.7M) - At Redwood Trust Inc.'s 2025 Annual Meeting, stockholders elected nine directors to the Board for terms ending in 2026, with all nominees receiving strong majority support. The stockholders also ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for 2025. However, the advisory resolution to approve named executive officer compensation received a notably higher level of opposition, with over 8.9 million votes against, indicating potential shareholder dissatisfaction with executive pay.

Sba Communications Corp (SBAC - $25.3B) - At the 2025 Annual Meeting, SBA Communications shareholders approved the election of three Class II directors—Kevin L. Beebe, Jack Langer, and Jeffrey A. Stoops—for terms expiring in 2028. The shareholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year. Additionally, the advisory vote on the compensation of the Company’s named executive officers was approved by a significant majority.

RXO, Inc. (RXO - $2.8B) - At RXO, Inc.’s 2025 Annual Meeting, all nominated Class II and Class III directors were elected to serve until 2026, with strong majority votes in favor. The stockholders ratified Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025. Additionally, the advisory vote to approve executive compensation was approved by a significant majority, indicating shareholder support for the Company’s pay practices.

Delistings ⚠️

Healthcare Triangle, Inc. (HCTI - $0.41M) - Healthcare Triangle, Inc. received a notice of delisting from Nasdaq due to public interest concerns arising from the potential substantial dilution caused by the reset provisions in its Series A and Series B Warrants issued in a private placement. The Nasdaq Hearings Panel will review the matter and the Company must submit its written response by May 30, 2025, while also preparing a compliance plan to address the deficiency. In anticipation of a possible delisting, the Company plans to apply for trading on the OTCQB market to maintain liquidity if Nasdaq removes its securities.

Silexion Therapeutics Corp (SLXN - $8.1M) - Silexion Therapeutics Corp received a delisting notice from Nasdaq due to failure to meet minimum Market Value of Listed Securities and Publicly Held Shares requirements, with trading potentially suspended as of June 2, 2025, if their appeal is unsuccessful. The company intends to appeal and seek to transfer its listing to the Nasdaq Capital Market, contingent on meeting the lower Equity Standard of $2.5 million in shareholders’ equity. There is no assurance the appeal or transfer will succeed, posing significant listing risk and potential loss of Nasdaq listing status.

Biofrontera Inc. (BFRI - $6.3M) - Biofrontera Inc. received a Notice of Non-Compliance from Nasdaq due to its stockholders’ equity of $469,000, which is significantly below the minimum requirement of $2.5 million under Nasdaq Listing Rule 5550(b)(1). The Company also failed to meet alternative listing standards related to market value and net income, resulting in a continued listing rule violation. Biofrontera has 45 days to submit a plan to regain compliance, with potential relief of up to 180 days if the plan is accepted, or the option to appeal if rejected.

Artelo Biosciences Inc. (ARTL - $3.0M) - Artelo Biosciences Inc. received a notice of non-compliance from Nasdaq for failing to maintain the minimum required stockholders’ equity of $2.5 million, reporting only $652,000 as of March 31, 2025. The Company has 45 days to submit a plan to regain compliance and, if accepted, up to 180 days to meet the equity requirement, but there is no assurance the plan will be accepted or successful. Failure to comply or appeal successfully could result in delisting, posing a significant risk to the Company’s Nasdaq listing status.

Moleculin Biotech, Inc. (MBRX - $14.0M) - Moleculin Biotech, Inc. received a notice of non-compliance from Nasdaq for failing to maintain the minimum $2.5 million in stockholders’ equity required under Listing Rule 5550(b)(1). The Company has 45 days to submit a plan to regain compliance and may receive up to 180 additional days if the plan is accepted, but there is no assurance the plan or any subsequent appeal will be successful. Failure to regain compliance could lead to delisting of the Company’s common stock from the Nasdaq Capital Market.

Femasys Inc. (FEMY - $28.3M) - Femasys Inc. received a notice of non-compliance from Nasdaq due to its Market Value of Listed Securities falling below the $35 million minimum requirement for continued listing. The Company has until November 17, 2025, to regain compliance by achieving an MVLS of $35 million or more for 10 consecutive business days, or it will face delisting. Femasys will monitor its MVLS closely and explore options to regain compliance, but there is no assurance it will succeed.

Alto Ingredients, Inc. (ALTO - $66.2M) - Alto Ingredients, Inc. received a notice of non-compliance from Nasdaq due to its common stock closing below the $1.00 minimum bid price for 30 consecutive business days, triggering a 180-day period ending November 15, 2025, to regain compliance. If the company fails to meet the bid price requirement by that date, it may be eligible for an additional 180-day extension, provided it meets other Nasdaq listing standards and notifies Nasdaq of any intention to cure the deficiency, potentially via a reverse stock split. Failure to cure the deficiency or meet eligibility criteria will result in delisting, with the company retaining the right to appeal the decision to a Nasdaq Hearings Panel.