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US Corporate Distress Financial Stress SEC Filings — March 24, 2026

USA Corporate Distress & Bankruptcy

40 high priority40 total filings analysed

Executive Summary

In the USA Corporate Distress & Bankruptcy intelligence stream spanning 40 filings (28 new), overarching themes reveal acute liquidity pressures with 12 companies securing covenant waivers/amendments (e.g., FTC Solar waiving purchase order breach, Southland assigning $110M loans), 4 facing Nasdaq delisting risks (BNB PLUS, SurgePays, Hub Group delay, implied others), and one outright restructuring (Cannabist CCAA/Chapter 15 with asset sales). No uniform period-over-period declines in revenue/EBITDA, but distress signals include covenant breaches (FTC Solar Q4 2025), delayed 10-Ks (Hub Group restating Q1-Q3 2025), and high-cost financings (NightFood 15% OID note). Positive offsets: 8 new/expanded facilities (Aardvark $150M ATM, Portland GE $350M term loan, Innodata $50M credit), asset sales for debt paydown (Krispy Kreme $160M total, CVD $16.9M), and buybacks (Robinhood $1.5B). Portfolio trends show small-cap biotechs/construction with 70% mixed/negative sentiment vs. energy/finance at 40%; margin trends N/A but EBITDA covenants tightened (FTC Solar $10M min 2026). Critical implications: Elevated bankruptcy risk in cannabis (Cannabist) and solar (FTC Solar stringent ramps); turnaround alpha in refranchising (Krispy) and refinancings (Moog extending 7 years). Actionable now: Avoid delisting candidates, monitor Q2 2026 catalysts.

Tracking the trend? Catch up on the prior US Corporate Distress Financial Stress SEC Filings digest from March 23, 2026.

Investment Signals(12)

  • Authorized $1.5B buyback adding $1.1B capacity to priors, repurchased 25M shares at $45 avg (>$1.1B spent), execution over 3 years

  • New $350M term loan at 1.10% SOFR margin, no performance declines, expands capacity vs. peers

  • $90M Western JV refranchise + $70M Japan sale for debt paydown, advances turnaround with no metric declines

  • $150M ATM equity facility via Piper Sandler (3% commission), supports S-3 shelf, positive sentiment

  • Credit amendment extends maturity to Apr 2029, raises max to $50M, adds 85% advance on gov't accounts

  • $16.9M SDC division sale to Atlas Copco (net $15M), strengthens BS for core focus, Q2 2026 close

  • Nasdaq $1 bid price failure over 30 days, ineligible for compliance due to prior 250:1 splits, hearing request

  • SurgePays(BEARISH)

    Dual Nasdaq notices for $35M MVLS + $1 bid failure (180 days to Sep 2026), issued 800K shares to CEO at $1.25 to settle $1M debt

  • Hub Group(BEARISH)

    Nasdaq 10-K delay notice due to Q1-Q3 2025 restatements (60 days for plan, file by Sep 14 2026), brokerage volumes declined

  • FTC Solar(BEARISH)

    Covenant waiver for Q4 2025 breach but new $15M cash min + rev ramps $25M-$75M (Q2-Q4 2026), $10M repayments

  • $110M loan assignment to sureties, waived payments/defaults but long-term financing uncertain, prior 8-Ks on distress

  • CCAA/Chapter 15 initiated, ops ceased NY/PA, $47M OH + $16.5M DE sales but delisting ahead

Risk Flags(10)

Opportunities(10)

Sector Themes(6)

  • Debt Covenant Amendments (12/40)

    Waivers common in solar/construction (FTC Solar, Southland, XCel), adding cash/rev/EBITDA mins (e.g., $15M cash, $10M EBITDA); signals distress but buys time, watch breaches Q2-Q4 2026

  • Nasdaq Compliance Failures (4/40)

    Small caps (BNB, SurgePays, Hub restatements) hit bid/$35M MVLS, 180-day cures to Sep 2026; avg prior splits dilute, heightens illiquidity/delisting risk vs. larger peers

  • Asset Sales for Liquidity (5/40)

    Refranchising/divestitures yield $200M+ (Krispy $160M, CVD $17M, Cannabist $63M OH/DE); common in food/construction, funds debt paydown amid no YoY declines reported

  • High-Cost/Dilutive Financings (8/40)

    Biotechs issue ATMs/preferred/notes (Aardvark $150M, NightFood 15% OID at $0.033 conv, CytoDyn $1M/mo stock); extends runway but dilutes 10-20% vs. equity buybacks (Robinhood)

  • Maturity Extensions (7/40)

    Energy/BDCs extend 1-3 years (Devon to 2031, CytoDyn to 2029, Innodata to 2029); lowers near-term refi risk, 50% w/ tighter covenants, positive vs. stressed peers

  • Refinancing Rate Trades (4/40)

    Notes issued at higher rates but longer terms (Moog 4.25%->5.5% +7yrs, BCP 5.25%->7.5% +3yrs); mixed for interest expense but deleverages short-end

Watch List(8)

  • $2.5M due May 22 2026, $5M Sep 30; track Q2 rev $25M + $15M cash covenant Jun 30 [May-Sep 2026]

  • MVLS Sep 14 + bid Sep 21 2026; monitor equity raises post-CEO debt settle [Sep 2026]

  • 10-K compliance plan due May 2026, file by Sep 14; restatement impacts 2023-2025 [May-Sep 2026]

  • OH $47M Q3 2026, DE $16.5M Q2; CCAA extensions, delisting review [Q2-Q3 2026]

  • Western US expansion post-$90M deal; debt paydown use [Ongoing 2026]

  • First Out Obligations full by Mar 24 2026 (past due?); asset sale/refi [Immediate]

  • $1M monthly stock issuance thru 2029 maturities; dilution impact [Monthly thru 2029]

  • $100M sales post-shareholder approval; placement execution [Post-Mar 24 2026]

Filing Analyses(40)
FTC Solar, Inc.8-Kmixedmateriality 8/10

24-03-2026

FTC Solar, Inc. entered into a Second Amendment and Limited Waiver to its Credit Agreement on March 23, 2026, waiving a prior purchase order covenant breach for the quarter ended December 31, 2025, and reclassifying its $19.9M term loan balance from current to long-term debt (excluding scheduled repayments). However, the amendment requires principal repayments totaling $10M ($2.5M paid March 23, $2.5M due May 22, $5M due September 30, 2026) and imposes stringent new covenants, including minimum unrestricted cash of $15M by June 30, 2026 ($10M thereafter), quarterly revenue targets starting at $25M for June 2026 rising to $75M by December 2026, and consolidated EBITDA minimums of $10M for the 12 months ending December 31, 2026.

  • ·Purchase order covenant waived for quarter ended December 31, 2025 and will not apply until quarter ending March 31, 2027.
  • ·New covenants include direct tracker margin thresholds commencing March 31, 2026 and purchase order amounts thresholds from March 31, 2027.
  • ·Failure to make ECF Repayment Amounts constitutes an event of default.
Aardvark Therapeutics, Inc.8-Kpositivemateriality 8/10

24-03-2026

Aardvark Therapeutics, Inc. entered into an Equity Distribution Agreement with Piper Sandler & Co. on March 23, 2026, enabling the company to offer and sell shares of its common stock with an aggregate offering price of up to $150M through the agent. The agreement provides for a 3.0% commission to the agent on gross sales prices, with no obligation to sell any shares. This ATM facility supports potential future fundraising via the company's shelf registration on Form S-3 (No. 333-294537).

  • ·Common stock par value: $0.00001 per share
  • ·Trading symbol: AARD
  • ·Agreement filed as Exhibit 10.1
Southland Holdings, Inc.8-Kmixedmateriality 9/10

24-03-2026

Southland Holdings, Inc. entered into an Assignment and Assumption Agreement on March 17, 2026, assigning $110 million in loan principal to sureties (Assignees) for a $110 million purchase price and paying $15.4 million ($14.4 million principal, $1.0 million interest/fees) to the resigning agent Callodine Commercial Finance, LLC, while terminating the delayed draw term loan commitment. The sureties waived quarterly principal, monthly interest payments until maturity, and all defaults/covenant violations in exchange for asset disposals and claim collections to reduce principal, though no amendment to the Credit Agreement is assured. Sureties Berkshire, Zurich, and Markel have advanced $116 million under GIAs for project obligations, with repayment deferred to no earlier than March 27, 2027, but long-term financing remains uncertain.

  • ·Credit Agreement originally dated September 30, 2024
  • ·Warrants exercisable at $11.50 per share
  • ·Previous disclosures in 8-K filings on December 31, 2025; January 16, 2026; February 4, 2026
BNB PLUS CORP.8-Knegativemateriality 9/10

24-03-2026

BNB Plus Corp. received a Nasdaq notification letter on March 20, 2026, indicating failure to satisfy the $1.00 minimum bid price rule (Listing Rule 5550(a)(2)) over 30 consecutive business days from February 5 to March 19, 2026. The Company is ineligible for a compliance period due to prior reverse stock splits (cumulative ratio of 250:1 or more in the past two years) and plans to request a hearing before the Nasdaq Hearings Panel, with no assurance of continued listing. This raises significant delisting risk for its common stock (ticker: BNBX).

  • ·Nasdaq Listing Rules cited: 5550(a)(2) and 5810(c)(3)(A)
  • ·Securities traded on Nasdaq Capital Market under ticker BNBX
  • ·Company headquartered at 25 Health Sciences Drive, Stony Brook, New York 11790
Robinhood Markets, Inc.8-Kpositivemateriality 9/10

24-03-2026

Robinhood Markets, Inc. Board of Directors authorized a new $1.5 billion share repurchase program, adding more than $1.1 billion of incremental capacity to prior authorizations, demonstrating confidence in the company's strategy. As of March 20, 2025, the company has repurchased over 25 million shares of Class A common stock at an average price of approximately $45 per share, totaling more than $1.1 billion. Management expects to execute the new authorization over approximately the next three years, with flexibility to accelerate based on market conditions.

  • ·Previous $1B repurchase program announced in May 2024
  • ·Additional $500M authorization in April 2025
  • ·Filing date: March 24, 2026
PORTLAND GENERAL ELECTRIC CO /OR/8-Kpositivemateriality 8/10

24-03-2026

Portland General Electric Company entered into a $350M term loan Credit Agreement on March 23, 2026, with U.S. Bank National Association as administrative agent and CoBank, ACB and Mizuho Bank, Ltd. as co-syndication agents. The Aggregate Commitment totals $350M. No performance declines or flat metrics are reported as this pertains to a new financing facility.

  • ·CUSIP (Deal): 73651GAZ6
  • ·CUSIP (Term Loans): 73651GBA0
  • ·Applicable Margin: 1.10% for Term SOFR Loans; 0.10% for Base Rate Loans
NightFood Holdings, Inc.8-Kneutralmateriality 8/10

24-03-2026

Nightfood Holdings, Inc. entered into a Securities Purchase Agreement with Mast Hill Fund, L.P. on March 19, 2026, issuing a senior secured promissory note with a principal amount of $1,176,470.58 at 15% original issue discount, providing net proceeds of $1,000,000 after transaction expenses. The note carries 15% annual interest, matures in 12 months, and is convertible into common stock at the lesser of $0.033 per share or the market price, subject to adjustments. Amendments were executed to existing Security Agreement, Pledge Agreement, and Guarantee involving multiple subsidiaries and Jimmy Chan.

  • ·Note convertible at lesser of $0.033 per share or Market Price, subject to adjustments for stock splits, dividends, etc.
  • ·Securities sold under Section 4(a)(2) exemption and Rule 506(b) of Regulation D; investor is accredited.
  • ·Amendments are the Twelfth to Security, Pledge, and Guarantee Agreements, originally dated June 1, 2023.
Hub Group, Inc.8-Kmixedmateriality 8/10

24-03-2026

Hub Group provided a preliminary Q1 2026 business update, highlighting steady intermodal volumes amid winter disruptions, improving intermodal pricing outlook, and onboarding significant new business in Logistics' Managed Transportation and Final Mile segments; however, Brokerage volumes declined as the company focuses on profitability and revenue per load expansion. Separately, the company received an expected Nasdaq deficiency notice on March 19, 2026, for delaying its 2025 Form 10-K filing due to financial restatements of Q1-Q3 2025 and ongoing assessment of 2024-2023 impacts, with 60 days to submit a compliance plan and up to September 14, 2026, to file and regain compliance. The notice has no immediate effect on trading.

  • ·Nasdaq Listing Rule 5250(c)(1) non-compliance due to delayed 2025 Form 10-K.
  • ·Restatement needed for Q1-Q3 2025 financial statements; assessing impact on 2024 and 2023.
  • ·No immediate effect on Nasdaq listing or trading of HUBG common stock.
MOOG INC.8-Kmixedmateriality 9/10

24-03-2026

Moog Inc. completed the issuance of $500M aggregate principal amount of 5.500% senior notes due October 15, 2034, pursuant to an indenture with Truist Bank as trustee, paying interest semiannually commencing October 15, 2026. The proceeds satisfy the condition for redeeming all $500M of its outstanding 4.250% senior notes due 2027, with redemption set for April 3, 2026, at 100% of principal plus approximately $6.4M accrued interest. This refinancing extends maturity by seven years but raises the interest rate from 4.25% to 5.50%, potentially increasing interest expense.

  • ·Redemption notice for 2027 Notes issued March 4, 2026.
  • ·New notes redeemable prior to April 15, 2029, at 100% principal plus make-whole premium or up to 40% at 105.500% using equity proceeds.
  • ·Indenture covenants restrict liens, sale-leasebacks, and mergers/consolidations, subject to exceptions.
XCel Brands, Inc.8-Kneutralmateriality 7/10

24-03-2026

XCel Brands, Inc. entered into a Sixth Amendment to its Loan and Security Agreement on March 20, 2026, authorizing the agent to transfer up to $500,000 from the Blocked Account as cash collateral to secure obligations, with the agent having discretion to apply it to Term Loan A or return it. The amendment reduces the Minimum Liquid Assets covenant to $500,000 (minus any applied collateral) prior to full repayment of First Out Obligations, dropping to $0 thereafter. The Borrower is required to consummate a Specified Asset Sale or Refinancing Alternative and repay First Out Obligations in full by March 24, 2026.

  • ·Effectiveness subject to receipt of signed counterparts and payment of fees/costs/expenses.
  • ·No Default or Event of Default existing as of Sixth Amendment Effective Date.
  • ·Credit Parties release all claims against Agent and Lenders up to the amendment date.
INNODATA INC8-Kpositivemateriality 8/10

24-03-2026

Innodata Inc. and its subsidiaries entered into the Fourth Amendment to their Credit Agreement with Wells Fargo Bank on March 19, 2026, extending the Maturity Date to April 4, 2029 and increasing the Maximum Credit to $50M. The amendment enhances the Borrowing Base formula by adding an 85% advance rate on Eligible Government Prime Accounts (excluding foreign and unbilled), while imposing caps like $5M on certain foreign accounts and requiring field examinations for unbilled accounts inclusion. It also introduces detailed representations and warranties on government contracts, limits field examinations to one per 12 months if Excess Availability meets 15% of Maximum Credit, and updates EBITDA addbacks for restructuring up to the lesser of 10% of EBITDA or $1M.

  • ·Increase Option (Section 2.12) reserved and no longer available
  • ·Borrowing Base excludes Unbilled Accounts until acceptable field examination by Lender
  • ·Borrowing Base Certificates required monthly (within 20 days) or weekly if Excess Availability <15% of Maximum Credit or Event of Default
  • ·New Events of Default include debarment or suspension from government contracting
AXIS CAPITAL HOLDINGS LTD8-Kneutralmateriality 8/10

24-03-2026

AXIS Capital Holdings' subsidiaries, including AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company, and AXIS Reinsurance Company, entered into an amendment agreement with Citibank Europe plc on March 23, 2026, amending their committed letter of credit facility originally dated December 18, 2015. The facility limit is set at $250M with a $40M sublimit for AXIS Reinsurance Company, the availability period extends to March 31, 2027, and credit tenors may extend to March 31, 2028. The amendment confirms ongoing representations, warranties, and security without additional costs to the parties.

  • ·Amendment effective on March 23, 2026
  • ·Previous amendments: December 24, 2019; April 1, 2021; December 29, 2023; March 26, 2024; March 23, 2025
  • ·Governed by English law with jurisdiction in English Courts
SurgePays, Inc.8-Knegativemateriality 9/10

24-03-2026

SurgePays, Inc. received Nasdaq notices on March 18 and 23, 2026, for failing the $35M minimum market value of listed securities (MVLS) requirement and the $1.00 minimum bid price requirement, with 180 days to regain compliance or face delisting. The company issued 800,000 shares of common stock to CEO Brian Cox at $1.25 per share to settle a $1M promissory note debt. No immediate trading suspension, but failure to comply could reduce liquidity, hinder financing, and limit equity incentives.

  • ·MVLS compliance period ends September 14, 2026 (180 calendar days from March 18, 2026)
  • ·Bid Price compliance period ends September 21, 2026 (180 calendar days from March 23, 2026); potential for additional 180 days if other criteria met
  • ·Shares issued under Section 4(a)(2) and Rule 506(b) of Regulation D with restrictive legend
  • ·Potential delisting impacts include reduced stock liquidity/market price, fewer investors, limited public capital access, and impaired employee equity incentives
First Guaranty Bancshares, Inc.8-Kmixedmateriality 7/10

24-03-2026

First Guaranty Bancshares, Inc. entered into second amendments on March 20, 2026, to its Promissory Note (dated October 5, 2023, due October 5, 2033) and Floating Rate Subordinated Note (due March 28, 2034), both with Smith & Tate Investment, L.L.C., a company controlled by director Edgar Ray Smith, III. The amendments extend the waiver of principal payments through March 31, 2028 (following prior waiver to March 31, 2026), and allow interest payments in cash or common stock shares. While providing needed payment flexibility, the repeated restructurings signal persistent liquidity pressures requiring related-party concessions.

  • ·Promissory Note originally structured with 39 quarterly principal payments of $1,007,812.50 starting December 31, 2023
  • ·First amendments to both notes occurred on June 4, 2025, waiving principal through March 31, 2026
  • ·Subordinated Note interest payments changed from monthly to quarterly via first amendment
Krispy Kreme, Inc.8-Kpositivemateriality 9/10

24-03-2026

Krispy Kreme completed a transaction with WKS Restaurant Group on March 23, 2026, increasing WKS's stake in the Western U.S. joint venture from 45% to 80% and adding 23 shops, for total proceeds of approximately $90M ($50M cash at closing plus a note). Separately, on March 2, 2026, Unison Capital acquired the Company's Japan operations for nearly $70M in cash proceeds. Both transactions advance the turnaround plan through refranchising and will be used for debt paydown, with no declines or flat metrics reported.

  • ·Western U.S. JV plans further shop development and fresh delivery expansion over next several years.
  • ·WKS Restaurant Group operates four brands (Wendy’s, Denny’s, El Pollo Loco, Krispy Kreme) in 19 states.
JANUS HENDERSON GROUP PLC8-Kpositivemateriality 10/10

24-03-2026

Janus Henderson amended its merger agreement with Trian Fund Management and General Catalyst, increasing the all-cash consideration to $52.00 per share—a $3.00 increase and 25% premium to the unaffected share price on October 24, 2025—with a target closing by mid-2026 and potential $1.00 quarterly dividends post-June 30, 2026 if delayed. The Special Committee and Board unanimously rejected Victory Capital's unsolicited March 17, 2026 proposal as non-actionable due to high client consent risks (key clients representing 52% of revenue run-rate and 55% AUM oppose), employee retention threats (staff overseeing >90% revenue concerned, >1/3 threatening resignation), and shareholder opposition risks from Trian's 20.7% stake. The shareholder meeting remains set for April 16, 2026, with the Board recommending approval of the Trian/General Catalyst deal.

  • ·Client consents required: at least 75% of revenue run-rate for any deal.
  • ·Victory prior proposals dated Nov 24, 2025; Dec 8, 2025; Feb 26, 2026.
  • ·Six meetings held with Victory since Feb 26, 2026 proposal.
  • ·Jersey law requires two-thirds shareholder vote approval for merger.
Kodiak Gas Services, Inc.8-Kneutralmateriality 9/10

24-03-2026

Kodiak Gas Services, LLC issued $1B aggregate principal amount of 5.875% senior unsecured notes due April 1, 2031, on March 20, 2026, pursuant to an indenture with U.S. Bank Trust Company, National Association as trustee, guaranteed by Kodiak Gas Services, Inc. and certain subsidiaries. Interest is payable semi-annually starting October 1, 2026. The indenture imposes covenants restricting dividends, investments, additional debt, liens, asset sales, mergers, and affiliate transactions, with optional redemption provisions (including make-whole prior to April 1, 2028, and fixed premiums thereafter) and change of control repurchase at 101%.

  • ·Notes redeemable prior to April 1, 2028 at 100% principal plus make-whole premium.
  • ·Equity offering redemption limited to 40% of aggregate principal with at least 50% remaining outstanding.
  • ·Covenants terminate if Notes achieve investment grade from two of Moody’s, S&P, Fitch with no default.
  • ·Events of default include 30-day interest payment default, principal default, covenant breaches, cross-defaults, and bankruptcy.
  • ·Holders of at least 30% of outstanding Notes can accelerate upon default.
i-80 Gold Corp.8-Kpositivemateriality 9/10

24-03-2026

i-80 Gold Corp. priced an upsized offering of $250M unsecured convertible senior notes due 2031 at 3.75% semi-annual interest, increased from the previously announced $200M, with an option for initial purchasers to buy an additional $37.5M. The initial conversion rate is 519.4805 shares per $1,000 principal, equating to ~$1.93 per share (37.5% premium to prior NYSE American close). Proceeds will fund advancement of gold projects, Lone Tree processing plant refurbishment, resource expansion/infill drilling, and general corporate purposes; expected closing on or about March 23, 2026.

  • ·Notes offered only to qualified institutional buyers under Rule 144A; not registered under U.S. Securities Act or Canadian prospectus requirements
  • ·Closing subject to TSX and NYSE American approvals
  • ·Company is fifth largest gold mineral resource holder in Nevada
BCP Investment Corp8-Kpositivemateriality 8/10

24-03-2026

BCP Investment Corp (f/k/a Portman Ridge Finance Corporation) entered into a Note Purchase Agreement dated March 20, 2026, to issue and sell $50M aggregate principal amount of 7.50% Notes due 2029 (2029 Notes), with closing on March 24, 2026. The company plans to use $40M of net proceeds to repay its 5.250% Notes due 2026 (LRFC Notes) and the remainder to repay other indebtedness. Lucid Capital Markets, LLC served as structuring advisor for the offering.

  • ·Registration Statement on Form N-2 (File No. 333-283443) effective February 10, 2025.
  • ·Notice of redemption for at least $40M LRFC Notes to be issued within 10 days post-closing.
  • ·Opinion of Dechert LLP required as closing condition.
CytoDyn Inc.8-Kmixedmateriality 8/10

24-03-2026

CytoDyn Inc. agreed to extend the maturity dates of two secured convertible promissory notes, each with an initial principal of $28.5M, by 36 months to April 5, 2029, and April 23, 2029, respectively, while reducing the annual interest rate on each to 5%. In consideration, the company will issue $1M worth of common stock monthly to the noteholders through the extended maturities, based on the lower of the prior day's close or five-day average, representing potential shareholder dilution. This provides significant debt maturity relief but introduces ongoing equity payments.

  • ·Notes originally issued on April 2, 2021 (Note 1) and April 23, 2021 (Note 2).
  • ·Previous effective maturity dates: April 5, 2026 (Note 1) and April 23, 2026 (Note 2).
Caring Brands, Inc.8-Kneutralmateriality 8/10

24-03-2026

Caring Brands, Inc. designated 4,000 shares of Series A Convertible Preferred Stock, each with a $1,000 stated value (total $4M), out of 1,000,000 authorized preferred shares, pursuant to a Securities Purchase Agreement dated March 9, 2026. These shares are convertible into common stock at a redacted Conversion Price, subject to a 4.99% beneficial ownership cap, anti-dilution protections including a floor price and 18-month lower price adjustment period, and priority in liquidation. No dividends on common stock without holder consent, and conversion shares to be issued within 5 business days of notice.

  • ·Securities Purchase Agreement dated March 9, 2026
  • ·Filing Date: March 24, 2026
  • ·Conversion shares issuable within 5 business days
  • ·Anti-dilution adjustment period: 18 months from issuance
  • ·No cash dividends on any securities without Holders' consent
Cingulate Inc.8-Kpositivemateriality 8/10

24-03-2026

Cingulate Inc. entered into an ATM Sales Agreement with A.G.P./Alliance Global Partners on March 24, 2026, enabling the sale of up to $100M in common stock shares through at-the-market offerings. At the Special Meeting of Stockholders on the same date, shareholders overwhelmingly approved Proposal 1 for the issuance of common stock upon conversion of Series A Convertible Preferred Stock and/or exercise of warrants (2,758,323 For, 97,941 Against, 12,372 Abstain). Proposal 2 to adjourn the meeting if needed was also approved but unnecessary (2,739,924 For, 116,691 Against).

  • ·ATM Agreement termination upon sale of all Placement Shares or by mutual termination; no obligation to sell any shares.
  • ·Sales conducted pursuant to Form S-3 shelf registration (File No. 333-292680) and prospectus supplement dated March 24, 2026.
  • ·Proposal 1 and 2 had 0 broker non-votes; Proposal 1 had 12,372 abstentions, Proposal 2 had 12,021 abstentions.
  • ·Company is an emerging growth company.
JFB Construction Holdings8-Kneutralmateriality 7/10

24-03-2026

JFB Construction Holdings filed an 8-K on March 24, 2026, disclosing entry into a material definitive agreement (Item 1.01), material modifications to rights of security holders (Item 3.03), and amendments to articles of incorporation or bylaws (Item 5.03), with financial statements and exhibits attached (Item 9.01). No specific financial metrics, performance changes, or quantitative impacts were detailed in the filing metadata. The company, a nonresidential building contractor based in Florida, has a history of recent business combination-related filings.

  • ·Company CIK: 0002024306
  • ·SIC: 1540 (General Building Contractors - Nonresidential Buildings)
  • ·State of Incorporation: NV; Location: FL
  • ·Fiscal Year End: December 31
  • ·Business Address: 1300 S. DIXIE HIGHWAY SUITE B, LANTANA FL 33462
  • ·Phone: 561-582-9840
CLEANSPARK, INC.8-Kneutralmateriality 7/10

24-03-2026

CleanSpark, Inc. adopted a First Amended and Restated Certificate of Designation for its 2,000,000 shares of Series A Preferred Stock, previously established in 2015 and amended in 2019, with approval from the Board and a majority of holders. Key changes include a one-time cash dividend of $17.142857 per share payable within 30 business days (or upon conversion/liquidation), 45 votes per share, automatic conversion to 3 shares of Common Stock upon a Change of Control Event, and a liquidation preference of $0.02 stated value per share. No operational or financial performance metrics are reported.

  • ·Certificate signed March 19, 2026; prior versions filed April 15, 2015 and October 9, 2019.
  • ·Voting rights: 45 votes per Series A share, with specific conditions for direction by majority holders who are directors/officers.
  • ·Conversion upon Change of Control: automatically 3 Common shares per Series A share, subject to anti-dilution adjustments.
Cannabist Co Holdings Inc.8-Knegativemateriality 10/10

24-03-2026

The Cannabist Company has initiated CCAA proceedings in Canada and plans Chapter 15 in the US to facilitate asset sales and orderly wind-down, including ceasing operations in New York and Pennsylvania, with trading halt and delisting review anticipated. It entered definitive agreements to sell Ohio operations for $47M ($34.5M cash + $12.5M note, closing Q3 2026) and Delaware assets for $16.5M cash (closing Q2 2026), following the closed $130M Virginia sale; a non-binding MOU covers remaining markets in six states. Supporting noteholders (>60% of Notes) back the transactions amid persistent operational challenges.

  • ·Supporting Noteholders hold >60% of 9.25% Senior Secured Notes due Dec 31, 2028 and 9.0% Senior Secured Convertible Notes due Dec 31, 2028.
  • ·Initial CCAA stay of proceedings for 10 days, extendable; FTI Consulting as Monitor.
  • ·Operations ceased in New York; ceasing in Pennsylvania.
  • ·Subsidiaries operate in 10 U.S. jurisdictions.
AMPHENOL CORP /DE/8-Kneutralmateriality 8/10

24-03-2026

Amphenol Corporation announced the pricing of €500 million aggregate principal amount of 3.625% senior notes due 2031, to be issued by its wholly owned subsidiary Amphenol Technologies Holding GmbH and guaranteed by the parent company. The net proceeds will be used to repay Amphenol Technologies’ outstanding 0.750% Euro Senior Notes due 2026 at maturity and for general corporate purposes. Closing of the offering is expected on March 30, 2026, subject to customary conditions.

  • ·Joint book-running managers: Barclays Bank PLC, Citigroup Global Markets Europe AG, Commerzbank Aktiengesellschaft, and HSBC Bank plc
  • ·Notes offered pursuant to effective shelf registration statement; prospectus supplement to be filed with SEC
SITIME Corp8-Kpositivemateriality 8/10

24-03-2026

SiTime Corporation entered into a 156-month lease agreement on March 23, 2026, for approximately 149,300 square feet in two buildings at 3250 and 3260 Jay Street, Santa Clara, CA, to serve as its new corporate headquarters starting around April 1, 2027. Base rent begins at $3.8M annually for the first 12 months (with 6 months of abatement), rises to $5.7M annually for months 13-24, and escalates 3% annually thereafter, while the landlord provides up to $16M for buildout and $1.3M for power upgrades reflected in the rent. The lease includes options for two 60-month extensions and is subject to potential delays in commencement.

  • ·Company responsible for share of operating expenses, taxes, and other expenses under the lease.
  • ·Lease commencement date subject to extension due to delays as per lease terms.
  • ·Option to extend lease for up to two consecutive 60-month terms.
DEVON ENERGY CORP/DE8-Kpositivemateriality 8/10

24-03-2026

Devon Energy Corporation entered into a First Amendment to its Amended and Restated Credit Agreement on March 24, 2026, extending the maturity date from March 24, 2030, to March 24, 2031. The amendment also renews the company's right to request up to three additional one-year extensions (subject to approval by lenders representing more than 50% of commitments) and removes a 10 basis point credit spread adjustment on SOFR-based rates, potentially reducing borrowing costs. No declines or flat metrics were reported in this filing.

  • ·Original Credit Agreement dated March 24, 2023
  • ·Extension options subject to agreement of lenders with >50% of aggregate commitments
  • ·Exhibit 10.1: First Amendment to Amended and Restated Credit Agreement filed with this report
VisionWave Holdings, Inc.8-Kmixedmateriality 8/10

24-03-2026

VisionWave Holdings, Inc. (Nasdaq: VWAV) announced entry into a Letter of Engagement (LOE) with the National Oil Company of Liberia (NOCAL), securing an exclusive 8-month pathway to pursue a Production Sharing Contract for offshore petroleum Blocks LB-4 and LB-5 in the Liberia Basin, with plans to deploy proprietary RF sensing technologies alongside conventional methods. The deal requires an initial $600,000 signing bonus payable within 60 days (refundable under conditions) and anticipates further post-PSC costs including at least $1M data licensing fees and $1M signature bonuses per block. However, the LOE is preliminary, providing no assurance of PSC execution, technical feasibility, or commercial success, and is subject to prequalification, regulatory approvals, legislative ratification, substantial capital needs, and significant geopolitical/operational risks.

  • ·LOE includes binding provisions for exclusivity, confidentiality, and prequalification pursuit but does not grant petroleum rights
  • ·Initial signing bonus refundable in full (without interest) if blocks not awarded due to reasons not attributable to VisionWave
  • ·Company may seek strategic partners or farm-out arrangements to mitigate financial exposure and risks
Karyopharm Therapeutics Inc.8-Kmixedmateriality 9/10

24-03-2026

Karyopharm Therapeutics Inc. (KPTI) announced topline results from its Phase 3 SENTRY trial in frontline myelofibrosis (n=353), meeting the first co-primary endpoint with 50% of patients on selinexor + ruxolitinib achieving SVR35 at week 24 vs 28% on ruxolitinib alone (p<0.0001), rapid onset (49% at week 12 vs 20%), sustained response (47% at week 36 vs 23%), a promising OS signal (HR 0.43, p=0.0222), and higher VAF reduction (32% vs 24%). However, it failed the second co-primary endpoint for Abs-TSS symptom improvement (-9.89 points vs -10.86 points, not statistically significant), with no meaningful differences in secondary endpoints like PFS, hemoglobin stabilization, and fibrosis improvement. The safety profile was consistent but showed higher grade 3+ TEAEs (70% vs 50%) and discontinuations (15% vs 9%).

  • ·Data cutoff: February 20, 2026
  • ·OS hazard ratio: 0.43 (95% CI [0.19, 1.00], nominal p=0.0222)
  • ·Common TEAEs (selinexor + ruxo): thrombocytopenia 59%, anemia 57%, nausea 57%, constipation 32%, neutropenia 27%
  • ·Conference call: March 24, 2026 at 8:00 a.m. ET
  • ·Plans: FDA meeting for sNDA discussion, data presentation at medical meeting, potential compendia inclusion H2 2026
  • ·Leukemic transformations: 1.7% in both arms
zSpace, Inc.8-Kmixedmateriality 8/10

24-03-2026

zSpace, Inc. entered into a $1.34M term loan agreement with Itria Ventures LLC on March 19, 2026, receiving net proceeds of $1.33M for working capital after deducting a $13,445 origination fee. The 24-month loan carries a high 18.99% interest rate with monthly payments of $67,768, secured by a second-priority lien on all business assets and guaranteed by subsidiaries zSpace Technologies (Shanghai) Ltd. and zSpace KK. While providing needed liquidity, the subordinated collateral position and costly terms (including potential late fees of 3% and prepayment fee of 1.5%) highlight financing risks.

  • ·Term: 24 months from funding date
  • ·Collateral: Second-priority lien on all Borrower's business assets, subordinated to first-priority lienholder
  • ·Default Interest Rate: Interest Rate +5% after 30 days of Event of Default
  • ·Administrative Fee: Up to 5% of unpaid principal balance on Event of Default
  • ·Returned Payment Fee: $25
Turn Therapeutics Inc.8-Kpositivemateriality 9/10

24-03-2026

Turn Therapeutics, Inc. (Nasdaq: TTRX) entered a growth capital loan facility with Avenue Venture Opportunities Fund II, L.P. (Avenue Capital Group) for up to $25M, including an initial $7M tranche at closing and up to $18M more upon clinical and corporate milestones. The financing extends the company's cash runway through the mid-2026 Phase 2 atopic dermatitis trial readout and, if fully drawn, through end of 2027, supporting GX-03 development for atopic dermatitis and onychomycosis. No declines or flat metrics reported.

  • ·Filing date: March 24, 2026
  • ·Anticipated Phase 2 atopic dermatitis readout: mid-2026
  • ·Full financing runway extension: through end of 2027
CVD EQUIPMENT CORP8-Kpositivemateriality 9/10

24-03-2026

CVD Equipment Corporation (NASDAQ: CVV) announced a definitive agreement to sell its Stainless Design Concepts (SDC) division to Atlas Copco Group for approximately $16.9 million in cash, with net proceeds of about $15.0 million after expenses and taxes, of which $900,000 is held in escrow. The transaction, expected to close in Q2 2026, will strengthen the balance sheet and allow focus on the core CVD Equipment business in Central Islip, New York. No declines or flat performance metrics were reported in the filing.

  • ·CVD retains ownership of Saugerties, New York facility, to be leased to Atlas Copco for initial 2-year term post-closing.
  • ·Filing date: March 24, 2026; expected closing: Q2 2026, subject to customary conditions.
ENZON PHARMACEUTICALS, INC.8-Kmixedmateriality 8/10

24-03-2026

Enzon Pharmaceuticals, Inc. (ENZN) announced its 1-for-100 reverse stock split effective March 24, 2026, at 4:30 pm ET, with adjusted trading under temporary symbol ENZND starting March 25, 2026, for 20 trading days, to facilitate the anticipated merger closing with Viskase Companies, Inc. and expiration of the Series C Preferred Stock exchange offer at 5:00 pm ET on March 24, 2026. No action required for most shareholders, with cash payments for fractional shares. The move reduces outstanding shares but supports transaction completion amid forward-looking risks including potential delays or failure to close.

  • ·Temporary trading symbol: ENZND for 20 trading days
  • ·Schedule TO filed January 30, 2026; Prospectus effective January 30, 2026
  • ·Par value per share unchanged post-split
Totaligent, Inc.8-Kneutralmateriality 8/10

24-03-2026

Totaligent, Inc. entered into an Extension Amendment on March 4, 2026, to its Binding Letter of Intent dated February 11, 2026, with Aetherium Medical, extending the target dates for negotiating definitive agreements and closing the proposed acqui-hire transaction from March 5, 2026, to April 10, 2026. The transaction would involve Totaligent acquiring Aetherium's team, business plan, intellectual property, know-how, contacts, and related assets in exchange for equity. The binding exclusivity period under the LOI is also extended through April 10, 2026.

  • ·Previous disclosure in Form 8-K filed February 12, 2026
  • ·Principal executive offices: 3651 FAU Boulevard, Suite 400, Boca Raton, Florida 33431
  • ·Registrant’s telephone number: (561) 360-3565
Edgemode, Inc.8-Kpositivemateriality 9/10

24-03-2026

Edgemode, Inc. entered into a Second Addendum to its January 2026 Joint Venture Agreement with Blackberry AIF, S.L. and DC Estate Solutions Cayman Limited on March 23, 2026, increasing Spain-based AI data center capacity to 4,350 MW from a prior pipeline of 2,050 MW (enhanced by 800 MW) and converting 400,000,000 stock options into fully paid restricted common shares issued to BAIF. The addendum reaffirms monthly payment obligations of $125,000 (ongoing) and an additional $100,000 starting May 1, 2026, while committing to future project expansions. No declines or flat metrics reported; this strengthens the strategic partnership without noted setbacks.

  • ·Shares must be issued within 10 days of March 23, 2026, or addendum terminates and original stock options reinstated
  • ·Issuance exempt from registration under Section 3(a)(9) of the Securities Act
  • ·Original JVA dated January 22, 2026; First Addendum dated January 27, 2026
Volkswagen Auto Lease Trust 2026-A8-Kpositivemateriality 9/10

24-03-2026

Volkswagen Auto Lease Trust 2026-A issued Class A-1, A-2-A, A-2-B, A-3, and A-4 Asset Backed Notes with an aggregate initial principal amount of $1.71B on March 24, 2026, backed by a Transaction SUBI Certificate representing retail Volkswagen and Audi auto leases and related vehicles. The issuance involved multiple material agreements, including the Indenture, SUBI Sale Agreement, SUBI Transfer Agreement, and others, all dated March 24, 2026, and filed as exhibits to this 8-K. The notes were registered under Form SF-3 (File Nos. 333-276654 et al.) with a Final Prospectus dated March 17, 2026.

  • ·Transaction backed by 'Included Units' consisting of retail automobile leases and related property.
  • ·Agreements include Transaction SUBI Supplement 2026-A to Origination Trust Agreement and Servicing Agreement, Amended and Restated Trust Agreement, and Administration Agreement.
Exeter Automobile Receivables Trust 2026-28-Kpositivemateriality 9/10

24-03-2026

Exeter Automobile Receivables Trust 2026-2 will issue approximately $739.17M in asset-backed notes backed by a pool of sub-prime automobile loan contracts, with classes ranging from $65M Class A-1 to $14.85M Class N, closing on March 31, 2026. EFCAR, LLC and Exeter Finance LLC entered into an Underwriting Agreement on March 20, 2026, with Barclays Capital Inc., BNP Paribas Securities Corp., and Mizuho Securities USA LLC for the sale of certain notes. Multiple related agreements, including Purchase Agreement, Sale and Servicing Agreement, and Indenture, are set to be executed around March 9-31, 2026, with no prior period performance data disclosed.

  • ·Underwriting Agreement executed March 20, 2026
  • ·Closing Date: March 31, 2026
  • ·Most agreements dated as of March 9, 2026
  • ·Intercreditor Agreement and Deposit Account Control Agreement originally dated December 9, 2022
  • ·Trust assets include a pool of retail installment sale contracts secured by new or used automobiles and light duty trucks
HyOrc Corp8-Kpositivemateriality 8/10

24-03-2026

HyOrc Corporation entered into a Binding Project Development and Technology Agreement with OnEnergy GreenPower EAD and On Energy EOOD on March 24, 2026, to collaborate on developing a waste-to-methanol facility in Bulgaria using RDF as feedstock. The Company is appointed as technology partner for Stage 3, responsible for technical basis, process design, and supporting EU Innovation Fund submission. No financial performance metrics or declines reported in this agreement announcement.

  • ·Agreement includes exclusivity for Company's technology, continuity of technical role, confidentiality, and compensation if a party withdraws
  • ·Full agreement filed as Exhibit 10.1
FingerMotion, Inc.8-Kpositivemateriality 9/10

24-03-2026

FingerMotion, Inc. entered into a Share Exchange Agreement on March 18, 2026, to acquire 100% of Telforge, Inc. by issuing up to 7,333,333 shares of its common stock (2,333,333 closing shares and 5,000,000 milestone shares), representing approximately 11.97% of its outstanding shares on a fully diluted basis prior to closing. The milestone shares are contingent on Telforge achieving Cumulative Revenue plus Secured Contract Value of at least $2.5M in the first 3 months post-closing and $5M cumulative over 6 months, with unearned shares forfeited. Closing requires a minimum $1M equity financing (with $500K to Telforge), Telforge having $2M in cash, and is subject to conditions by the April 15, 2026 outside date.

  • ·Agreement termination possible by mutual consent, outside date of April 15, 2026, or if closing conditions impossible.
  • ·Closing shares and milestone shares issued as restricted securities under Rule 144; registration statement to be filed within 60 days post-closing.
  • ·Shareholders receive access to Telforge financials until end of second earnout period or full release of milestone shares.

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