Executive Summary
Across 50 8-K filings from March 20, 2026, the dominant theme is widespread executive churn with 17 instances of resignations, appointments, or transitions (e.g., AIR Industries CEO change, Nu Skin interim CFO), mostly neutral sentiment but signaling potential leadership instability in small/mid-caps. M&A and transaction activity is robust in healthcare/consumer sectors, highlighted by Prestige Consumer's $1.045B accretive Breathe Right acquisition (11x EBITDA multiple, H1 FY27 close) and Embecta's £150M Owen Mumford deal (mixed, accretive post-FY28), alongside KORE's $9.25/share cash merger. Period-over-period trends are sparse but mixed: Merlin Labs +515% YoY revenue to $7.6M (2025 vs 2024) yet net losses +35% to $74.8M; Spruce Biosciences net loss -26% YoY to $39M (FY25 vs FY24) with cash to early 2027; Beasley Broadcast -8.7% revenue CAGR to $206.2M FY25E (vs FY23); Prestige historical +3.4% revenue CAGR FY20-25. Distress signals emerge in Zynex bankruptcy (equity cancellation, delisted to ZYXIQ) and Trinseo covenant waivers post-nonpayment (expire Apr 2026). Positive financing trends include Fortive's $2B rev facility, TG Therapeutics' $750M term loan (SOFR+4.75%), and multiple amendments enhancing liquidity. Overall, actionable alpha in accretive M&A catalysts and takeouts outweigh risks from churn and isolated distress, with healthcare outperforming on growth vs media/energy declines.
Tracking the trend? Catch up on the prior US Material Events SEC 8-K Filings digest from March 19, 2026.
Investment Signals(12)
- Prestige Consumer Healthcare↓(BULLISH)▲
$1.045B Breathe Right acquisition accretive to revenue (+$200M LTM), margins, EPS, FCF; pro-forma rev ~$1.3B vs $1.1B standalone; hist FY20-25 revenue +3.4% CAGR, adj EPS +8.8%
- Embecta Corp↓(BULLISH)▲
£150M Owen Mumford acquisition expands portfolio, 80% UK/US rev; high-single-digit ROIC by year 4, accretive post-FY28 despite FY27 dilution
- Merlin Labs (Inflection Point IV)(BULLISH)▲
Revenue +515% YoY to $7.6M (2025 vs $1.2M 2024), cash +59% to $59.3M on $82.4M financing despite losses widening
- Orion Energy Systems↓(BULLISH)▲
$3M settlement < arbitration award + $1.3M PPA termination cash inflow resolves Voltrek disputes, no ongoing liabilities
- Fortive Corp↓(BULLISH)▲
$2B senior rev credit facility amends/extends prior 2022 agreement, no declines noted, positive liquidity
- TG Therapeutics↓(BULLISH)▲
$750M term loan (SOFR+4.75%, step-down to leverage), repays prior debt, matures 2031; outperforms prior terms
- KORE Group↓(BULLISH)▲
$9.25/share cash merger with rollover/support agreements covering ~2.2M shares, subject to approval
- Kite Realty Group(BULLISH)▲
CFO Heath Fear promoted to President/CFO, recognizes balance sheet strengthening since 2018, 27.3M sq ft portfolio in growth markets
- Global Indemnity Group↓(BULLISH)▲
COO Evan Kasowitz appt with $700k salary +100% bonus potential, internal promotion since 2021
- Streamex Corp↓(BULLISH)▲
Experienced CFO Christine Plummer (ex-Coinbase/Morgan Stanley) appt to scale tokenized products
- Aeluma Inc↓(BULLISH)▲
$50M ATM offering via Roth/Craig-Hallum at market prices, shelf effective Aug 2025
- Spruce Biosciences↓(BULLISH)▲
FY25 net loss -26% YoY to $39M, R&D -58% to $19.5M, cash $48.9M to early 2027, BLA Q4 2026
Risk Flags(9)
- Zynex Inc/Bankruptcy↓[HIGH RISK]▼
Chapter 11 plan confirmed Mar19 2026 cancels all 30.8M common shares (no equity recovery), delisted to OTC ZYXIQ, effective by Mar31
- Trinseo PLC/Liquidity↓[HIGH RISK]▼
Covenant waivers post-interest nonpayment (grace exceeded), remedies suspended to Apr 2026 across $multiple facilities, NYSE delisting Mar2
- American Picture House/Governance↓[HIGH RISK]▼
Director Thomas Rauker resigned Mar16 over differences in financial planning/budgeting/forecasting
- Merlin Labs/Profitability[RISK]▼
Net losses +35% YoY to $74.8M (2025 vs $55.3M 2024) despite +515% rev, op cash burn +32% to $59.9M, stockholders' deficit to -$535.6M
FY25E rev -8.7% CAGR to $206.2M (vs FY23 $247.1M), audio -11.8% CAGR, EBITDA to $13M (6.3% margin vs prior $22M); Detroit -24.5%, Philly -15.5%
- ▼
$20M Series B pref/warrants at $3.57 conv (15% VWAP discount, floor/anti-dilution), repays $9.65M prior pref but highly dilutive
- Inflection Point IV-Merlin/Warrants[RISK]▼
Warrant liabilities +2,033% to $76.8M (2025 vs $3.6M 2024), total assets +64% but deficit deepens
Collab rev to $0 from $4.9M FY24, G&A +16% to $17M FY25 despite loss improvement, accumulated deficit to -$289.2M
CEO Clayton Adams terminated with $500k payout amid leadership shift to Tyler Hassen
Opportunities(10)
- Prestige Consumer/M&A Close↓(OPPORTUNITY)◆
Immediately accretive $1.045B deal boosts pro-forma rev 18% to $1.3B, leverage to <3x FY28, close H1 FY27
- KORE Group/Takeout↓(OPPORTUNITY)◆
$9.25 cash/share merger with key shareholder support (2.2M+ shares), proxy/13E-3 forthcoming
- Merlin Labs/SPAC Merger(OPPORTUNITY)◆
Explosive +515% YoY rev growth pre-merger, cash build to $59.3M positions for post-combo upside
- Aeluma/Equity Raise↓(OPPORTUNITY)◆
$50M ATM at market via top brokers, flexible non-dilutive near-term capital without commitment
- TG Therapeutics/Debt Refi↓(OPPORTUNITY)◆
$750M facility at SOFR+4.75% (step-down), quarterly amort deferrable to leverage < threshold, to 2031
- Orion Energy/Net Cash↓(OPPORTUNITY)◆
$3M settlement offset by $1.3M PPA cash (within 21 days Mar19), clears liens/earn-outs
- Fortive/Liquidity Boost↓(OPPORTUNITY)◆
$2B rev facility (90% multicurrency) extends maturity vs 2022 prior, no metrics declines
- Spruce Biosciences/Catalyst↓(OPPORTUNITY)◆
BLA alignment for TA-ERT MPS IIIB Q4 2026, cash to early 2027, loss -26% YoY
- ReposiTrak/Strategic Loan↓(OPPORTUNITY)◆
$4M facility at 8% to 2029 +1M SPAR shares ($0.80 deemed), anti-dilution protected
- BranchOut Food/Exec Retention↓(OPPORTUNITY)◆
CEO salary + to $325k retro Apr2025, CFO to $17.5k/mo retro Jan2026 for growth co
Sector Themes(6)
- Healthcare/Consumer M&A Momentum◆
4/50 filings (Prestige +$200M rev/11x EBITDA accretive; Embecta £69M target rev/80% US/UK; Aquestive legal for FDA; Spruce BLA Q4 2026) show bolt-on deals at 9-11x multiples vs hist modest growth (Prestige +3.4% CAGR), implying sector consolidation for scale [IMPLICATION: Buy acquirers pre-close, watch regulatory H1-Q3 2026]
- Executive Churn Wave (34% of Filings)◆
17 neutral/mixed changes (e.g., AIR CEO acting; Nu Skin interim CFO; 8 director retirements/resigns no disputes; but 1 disagreement), no insider trades but equity grants (Aquestive 175k RSU/options), signaling transitions without broad conviction loss [IMPLICATION: Monitor successor performance, potential volatility in small-caps]
- Financing Extensions Positive◆
10+ credit amendments (Fortive $2B rev; TG $750M term SOFR+4.75%; Labcorp $750M term; Columbia new rev), no declines vs priors, contrasts distress; aggregate liquidity boost amid leverage paths <3-4x [IMPLICATION: Favor industrial/financials with refi'd balance sheets]
- Media/Broadcast Margin Pressure◆
Beasley -8.7% rev CAGR FY23-25E ($247M to $206M), EBITDA -41% to $13M (6.3% margin), audio -11.8% vs digital +3.9%; isolated but echoes industry headwinds [IMPLICATION: Avoid or short declining local/national spot exposure]
- Distressed Capital Structures◆
3 cases (Zynex equity wipe/delisting; Trinseo waivers to Apr2026 post-nonpay; 22nd Century dilutive $20M pref/warrants $3.57 floor), losses widening (Merlin +35% despite rev surge) [IMPLICATION: Speculative shorts or post-reorg plays]
- ATM/Equity Flexibility in Tech◆
Aeluma $50M ATM; Stimcell 250k shares for IR; AN2 option repricing to $3.91 (from $6.6-17.9), no dilution/cash outlay [IMPLICATION: Watch for raises signaling growth funding without pressure]
Watch List(8)
Regulatory approvals for $1.045B Breathe Right, expected H1 FY27 (by Sep30 2026), monitor leverage path to <3x FY28 [H1 FY27]
Fiscal Q3 2026 close subject to regs, track FY27 dilution vs post-FY28 accretion [Q3 2026]
Plan effective no later than Mar31 2026, OTC ZYXIQ trading speculative post-equity cancel [By Mar31 2026]
$9.25/share cash deal, proxy/Schedule 13E-3 filing imminent, stockholder approval needed [Near-term]
Remedies suspension expires Apr2026 (Revolver/Senior Apr30; Securitization Apr2), ongoing cap structure talks post-delisting [Apr 2026]
FDA Type B alignment for TA-ERT MPS IIIB, Q4 2026 filing; cash runway early 2027 [Q4 2026]
- Merlin Labs/SPAC Progress👁
Post +515% rev update, monitor merger timeline amid $59M cash but widening losses [Near-term]
Repriced to $3.91, premium pay until Sep19 2027 or CIC/death; track exercise/NEO retention [Sep 2027]
Filing Analyses(50)
20-03-2026
Prestige Consumer Healthcare Inc. announced an agreement to acquire the Breathe Right portfolio, including the #1 nasal strip brand, from Foundation Consumer Healthcare for $1.045B in cash (~$900M net of anticipated tax benefits), adding ~$200M LTM revenue (ended Dec 31, 2025) and ~$95M EBITDA at 11.0x multiple (9.5x net). The deal is immediately accretive to revenue, margins, EPS, and FCF, boosting pro-forma revenue to ~$1.3B from standalone ~$1.1B, financed by cash and new term loan with pro-forma net leverage ~4.0x at close (expected H1 FY27) and path to <3.0x by FY28. Historically, FY20-FY25 CAGRs show revenue +3.4%, organic revenue +2.4%, and adjusted EPS +8.8%, reflecting steady but modest organic growth.
- ·Target portfolio: 71% US & Canada revenue, 29% international (mostly Europe).
- ·Breathe Right provides ~30% immediate nasal airflow increase; loyal users average 150+ strips/year.
- ·Acquisition expected to close H1 FY27 (by Sep 30, 2026), subject to regulatory approvals.
- ·Historical net leverage: 4.1x Q2 FY22, down to 2.4x FY25 and FY26E.
- ·Prestige FY25 adjusted net income $226.3M (GAAP $214.6M); FY20 adjusted $151.3M (GAAP $142.3M).
20-03-2026
Embecta Corp. (Nasdaq: EMBC) announced a definitive agreement to acquire Owen Mumford Holdings Limited for up to £150 million (£100 million upfront cash plus up to £50 million in performance-based payments tied to Aidaptus® sales over three years post-closing). Owen Mumford generated £69.4 million in net revenue for its FY2025 (ended September 30), with approximately 80% from the UK and U.S., positioning the deal to expand Embecta's drug delivery portfolio and global reach. While expected to drive revenue growth and be accretive to adjusted net income after FY2028 with high-single-digit ROIC by year four, the acquisition will be dilutive to adjusted net income in FY2027.
- ·Expected closing in Embecta's fiscal Q3 2026, subject to regulatory approvals.
- ·Owen Mumford FY ends September 30.
- ·Financed by borrowings under Embecta's revolving credit facility.
- ·To be discussed on FY2026 Q2 earnings call on May 5, 2026.
- ·Owen Mumford founded in 1952, family-owned, headquartered in Oxfordshire, UK.
20-03-2026
StimCell Energetics Inc. (OTCQB: STME) engaged Stonegate Capital Partners, Inc. for research coverage and institutional investor outreach under an Advisory Services Agreement effective March 12, 2026, with services including quarterly research updates and coordination of investor meetings for a 12-month term. Compensation consists of 250,000 shares of common stock issued to Stonegate. CEO David Jeffs highlighted the partnership's potential to elevate visibility and build institutional ownership for the company's eBalance® technology.
- ·Shares subject to a six-month hold period from issuance date.
- ·Shares issued pursuant to exemptions from prospectus requirements of Canadian securities laws and registration requirements of U.S. Securities Act of 1933.
- ·Company focuses on products enhancing cellular function for wellness, anti-aging, insulin sensitivity, high blood pressure, neuropathy, and kidney function.
20-03-2026
The Toro Company amended its Restated Certificate of Incorporation, authorizing a total of 176.85M shares of capital stock: 175M common shares (par value $0.01), 1M voting preferred shares (par value $0.01), and 850K non-voting preferred shares (par value $0.01). The amendment also updated Article X to refine provisions eliminating personal liability for directors and officers for breaches of fiduciary duty, with specific exceptions including for officers under Delaware law. These changes were duly adopted by the Board of Directors and stockholders.
- ·Original Certificate of Incorporation filed November 7, 1983
- ·Amendment executed March 17, 2026
- ·Adopted per Section 242 of Delaware General Corporation Law
20-03-2026
On March 18, 2026, Air Industries Group appointed Scott Glassman as Acting Chief Executive Officer and President, while he steps down from CFO, Principal Accounting Officer, and Secretary roles held since October 16, 2024. Concurrently, Brian Drisgula was appointed Vice President of Finance and Secretary, previously serving as Director of Finance since October 2024. Glassman's annual salary is $231,000, and Drisgula's is $165,000; no other financial impacts or performance metrics were disclosed.
- ·Scott Glassman was employed by Air Industries Group from 2007 to 2015 in senior finance roles and rejoined in March 2019.
- ·Brian Drisgula served as Senior Finance Manager at Circor International from April 2023 to October 2024 and as Plant Controller at Akorn, Inc. from May 2015 to February 2023.
- ·Brian Drisgula holds a Bachelor of Science in Accounting from SUNY Binghamton and has been a licensed CPA in New York since 2000.
20-03-2026
Aquestive Therapeutics, Inc. (AQST) announced the appointment of Thomas A. Zalewski as Chief Legal Officer and Chief Compliance Officer effective April 2, 2026, succeeding Lori J. Braender, who will transition to a non-executive role as Corporate Secretary after nearly eight years. Zalewski, formerly a Partner and Chair of the Healthcare and Life Sciences practice at Day Pitney LLP, brings extensive experience in life sciences advisory, M&A, and regulatory matters. The appointment supports the company's advancement of Anaphylm toward FDA approval, with Zalewski receiving an inducement grant of 100,000 RSUs and 75,000 stock options.
- ·Zalewski's inducement RSUs and options vest 25% after first and second anniversaries, 50% on third anniversary; options have 10-year term and exercise price based on May 8, 2026 closing price.
- ·Braender joined Aquestive in September 2018 after 35 years at Day Pitney LLP.
- ·Grants approved under 2022 Equity Inducement Plan per Nasdaq Rule 5635(c)(4) by independent Compensation Committee.
20-03-2026
Naveen Krishna, Executive Vice President and Chief Information & Digital Officer of Genuine Parts Company (GPC), notified his voluntary resignation effective April 1, 2026, to pursue other opportunities, with no severance benefits provided. He will remain an employee until May 5, 2026, to ensure an orderly transition. The company plans to reallocate his responsibilities to other individuals without appointing a successor at this time.
- ·Event reported on March 18, 2026; filing dated March 20, 2026
- ·GPC common stock trades as GPC on NYSE
20-03-2026
On March 16, 2026, Thomas Rauker resigned from the Board of Directors of American Picture House Corporation (APHP) effective immediately, citing differences with management on financial planning, budgeting, forecasting, and related operating and oversight practices. Mr. Rauker expressed appreciation for his service and ongoing support for the Company's long-term success. The 8-K was filed on March 20, 2026, and signed by CEO Bannor Michael MacGregor.
- ·Company details: Wyoming incorporation, Commission File Number 000-56586, IRS EIN 85-4154740, principal offices at 1135 Kildaire Farm Road, Suite 200, Cary, NC 27511.
- ·Mr. Rauker’s written communication filed as Exhibit 17.1.
20-03-2026
Aeries Technology, Inc. announced that Daniel S. Webb will resign as Chief Financial Officer and Chief Investment Officer effective March 30, 2026, by mutual agreement with no disagreements on operations, policies, or practices. The company entered a Separation Agreement on March 19, 2026, providing Mr. Webb with 12 months of base salary and a $265,000 severance payment, subject to conditions including a release of all equity rights. Effective March 31, 2026, Bhisham (Ajay) Khare, the current CEO and Director, was appointed Principal Financial Officer without any new material contracts.
- ·Separation payments commence after a 7-day revocation period and are subject to compliance with covenants.
- ·Mr. Khare, age 48, has served as CEO since February 2025 and in prior roles since November 2023.
- ·No family relationships between Mr. Khare and other executives/directors; no new disclosable transactions under Item 404(a).
20-03-2026
Reinsurance Group of America, Incorporated announced that Mark Brooks, Executive Vice President and Chief Information Officer, resigned effective April 3, 2026, after informing the company on March 16, 2026. Mr. Brooks is a named executive officer as listed in the company's proxy statement filed April 10, 2025, for the annual shareholder meeting on May 21, 2025. No successor was named in the filing.
- ·Proxy statement filed with SEC on April 10, 2025, for annual meeting held May 21, 2025.
- ·Registrant headquartered at 16600 Swingley Ridge Road, Chesterfield, Missouri 63017.
- ·Telephone: (636) 736-7000.
20-03-2026
Merlin Labs, the target in a pending merger with Inflection Point Acquisition Corp. IV, reported strong revenue growth of 515% YoY to $7.6M in 2025 from $1.2M in 2024, alongside an improved gross loss of $1.6M versus $7.3M. However, net losses widened 35% to $74.8M from $55.3M due to higher operating expenses ($53.9M vs $46.8M) and increased other expenses including fair value changes on warrants and debt, with cash burn from operations rising to $59.9M from $45.5M. Cash and equivalents increased to $59.3M from $37.2M, bolstered by $82.4M in financing inflows amid pre-merger activities.
- ·Total assets grew to $80.6M from $49.2M YoY.
- ·Stockholders’ deficit deepened to $535.6M from $131.5M.
- ·Warrant liabilities surged to $76.8M from $3.6M.
- ·Business Combination Agreement signed August 13, 2025; SPAC name change October 21, 2025.
- ·Audited by BDO USA, P.C. (formerly HORNE LLP) on March 20, 2026.
20-03-2026
Kite Realty Group (NYSE: KRG) promoted Heath R. Fear from Executive Vice President and CFO to President and CFO, effective March 20, 2026, while he continues reporting to John A. Kite, Chairman and CEO; Thomas K. McGowan remains President and COO. The promotion recognizes Mr. Fear's contributions to strategy, balance sheet strengthening, and capital allocation since joining in 2018. As of December 31, 2025, KRG owns interests in 169 U.S. open-air shopping centers and mixed-use assets comprising 27.3M square feet of gross leasable space.
- ·Portfolio concentrated in high-growth Sun Belt and select strategic gateway markets.
- ·Mr. Fear joined Kite Realty Group in 2018.
- ·Publicly listed since 2004 with over six decades of real estate experience.
20-03-2026
Orion Energy Systems, Inc. entered into a Settlement Agreement on March 17, 2026, with Final Frontier, LLC and Kathleen M. Connors, resolving disputes over earn-out obligations from the 2022 Voltrek acquisition by making a $3.0M cash payment, below the $3.4M arbitration determination and far less than the $10M claimed by the Connors Parties; this terminates the MIPA, all earn-out agreements, arbitrations, and liens. Effective March 19, 2026, the Company terminated two 2010 power purchase agreements for New Jersey solar arrays, expecting $1.3M cash in exchange for transferring ownership, providing a significant offset to the settlement payment. No ongoing liabilities remain except Ms. Connors' part-time employment and shareholder rights.
- ·Settlement payment made March 18, 2026; PPA termination payment expected within 21 days of March 19, 2026.
- ·PPAs covered solar power generation through 2030 on two New Jersey buildings.
- ·Company to facilitate Connors Parties' Rule 10b5-1 trading plan in next insider open window.
- ·Prior agreements: MIPA dated October 5, 2022; Term Sheet June 23, 2025; Earn Out Agreements September 30, 2025.
20-03-2026
Hope Bancorp, Inc. disclosed that directors David P. Malone and Lisa K. Pai notified the company of their intent to retire from the Board effective at the 2026 Annual Meeting of Stockholders, and they will not stand for re-election. Mr. Malone will continue as chair of the Board Risk Committee, and Ms. Pai as a member of the Board Risk Committee and Executive Committee until their terms end. The retirements are not due to any disagreements with the company's operations, policies, or practices.
- ·Filings signed by Kevin S. Kim on March 20, 2026.
- ·Company address: 3200 Wilshire Boulevard, Suite 1400, Los Angeles, California 90010.
- ·Common stock trades as HOPE on NASDAQ Global Select Market, par value $0.001 per share.
20-03-2026
Nu Skin Enterprises, Inc. (NYSE: NUS) appointed Chelsea Lantz as interim Chief Financial Officer effective immediately after James Thomas stepped down as CFO after 16 years to pursue an outside opportunity. Lantz, corporate controller since 2023 and with Nu Skin since 2011, led cost-improvement efforts resulting in a significant year-over-year EPS increase. The board has initiated a search for a permanent CFO replacement.
- ·Chelsea Lantz joined Nu Skin in 2011 and previously worked at PricewaterhouseCoopers LLP leading financial audits and internal controls.
- ·Rhyz formed in 2018 as strategic investment arm focused on innovation in beauty, wellness, and lifestyle.
- ·Media contact: media@nuskin.com, (801) 345-6397; Investor contact: investorrelations@nuskin.com, (801) 345-3577
20-03-2026
On March 18, 2026, The Walt Disney Company's Board appointed Josh D’Amaro, its Chief Executive Officer, as a Director effective immediately with a term expiring at the 2027 annual meeting and to the Executive Committee. At the annual shareholder meeting on the same date, all 11 director nominees were elected with strong majority support (ranging from 93% to 99% of votes cast), PricewaterhouseCoopers LLP was ratified as auditors with 1.39B votes for (93% approval), and say-on-pay passed with 1.09B votes for (86% approval). However, three shareholder proposals on gift-matching risks, cumulative voting, and accessibility practices were overwhelmingly rejected (each with less than 5% support).
- ·Shareholder proposal on climate commitments ROI was withdrawn prior to the meeting and not voted on.
- ·Disclosure from February 3, 2026 Form 8-K incorporated by reference regarding Josh D’Amaro.
- ·Filing includes Exhibit 104: Cover Page Interactive Data File.
20-03-2026
Zynex, Inc. and certain subsidiaries had their Third Amended Combined Disclosure Statement and Joint Plan of Reorganization confirmed by the U.S. Bankruptcy Court for the Southern District of Texas on March 19, 2026, with an expected Effective Date no later than March 31, 2026, allowing emergence from Chapter 11 protection filed on December 15, 2025. However, the plan cancels all existing common stock (30,781,021 shares outstanding as of January 16, 2026) with no recovery for equity holders, while the Plan Sponsor receives 100% of approximately 1,000 new common shares and DIP Lenders get $10M in takeback debt. The company's stock was delisted from Nasdaq and now trades as ZYXIQ on OTC Markets, with trading highly speculative and substantial risks for investors.
- ·Bankruptcy case administered under In re Zynex, Inc., et al., Case No. 25-90810 in U.S. Bankruptcy Court for the Southern District of Texas.
- ·Nasdaq delisting notice received December 17, 2025; trading suspended December 24, 2025; Form 25 filed January 23, 2026, effective February 2, 2026.
- ·Deregistration of common stock under Section 12(b) effective 90 days after Form 25 filing.
- ·Plan filings: January 14, January 29, February 1, and February 7, 2026.
- ·Assets and liabilities as of September 30, 2025, referenced in Form 10-Q filed November 17, 2025.
20-03-2026
On March 17, 2026, Andrew Rolfe, a member of the Board of Directors of J.Jill, Inc., notified the company that he will not stand for reelection at the 2026 annual meeting of stockholders. Mr. Rolfe will continue serving as a director until the 2026 Annual Meeting. His decision to retire from the Board is not the result of any disagreement with the company's operations, policies, or practices.
- ·Filing date: March 20, 2026
- ·Date of earliest event: March 17, 2026
20-03-2026
Fortive Corporation and certain subsidiaries entered into a Third Amended and Restated Credit Agreement dated March 17, 2026, establishing a senior revolving credit facility of up to $2 billion, including a multicurrency subfacility and swing line loans, amending and restating the prior agreement from October 18, 2022. The agreement extends the maturity date, modifies lender commitments, and is administered by Bank of America, N.A., with participation from multiple joint lead arrangers and bookrunners. No declines or flat metrics are present in this financing update.
- ·Alternative Currency Sublimit equals 90% of the Revolving Credit Facility.
- ·CUSIP Numbers: Deal 34960UAW0, Revolver 34960UAX8.
- ·Filing Date: March 20, 2026; Agreement Effective Date: March 17, 2026; Prior Agreement Date: October 18, 2022.
20-03-2026
On March 19, 2026, H. Gail Sandford, a director at Rigetti Computing, Inc., notified the company that she will not stand for re-election to the Board of Directors at the expiration of her current term during the 2026 Annual Meeting of Stockholders. Her decision was not due to any disagreement with the company's operations, policies, or practices. The company thanked her for her service.
20-03-2026
dMY Squared Technology Group, Inc. filed Second Amended and Restated Articles of Organization on March 20, 2026, changing its name to Horizon Quantum, Inc., with adoption dated March 19, 2026. The updated articles authorize 10,000 shares of common stock and 500 shares of preferred stock, each with a par value of $0.0001, under Massachusetts law. No financial performance metrics or period-over-period comparisons are provided in the filing.
- ·Registered office: 44 School Street, Suite 505, Boston, Massachusetts 02108
- ·Forum selection: Business Litigation Session of the Superior Court for Suffolk County, Massachusetts, and U.S. District Court for the District of Massachusetts in Boston for certain corporate disputes
20-03-2026
Firdaus Bhathena, Chief Product Technology Officer of Fidelity National Information Services, Inc. (FIS), notified the company of his resignation effective March 20, 2026, on March 18, 2026. No reason for departure or successor announcement was provided in the 8-K filing dated March 20, 2026. This executive change occurs without any disclosed impact on operations or financials.
20-03-2026
On March 16, 2026, Clayton Adams resigned as Chief Executive Officer of CleanCore Solutions, Inc. (ZONE) but will remain on the Board of Directors and serve as General Manager overseeing U.S. and Irish entities, receiving a $500,000 termination payment. The Board appointed Tyler Hassen, 43, with extensive energy and investment experience, as the new CEO effective the same date, with an employment agreement providing a $500,000 annual base salary, $250,000 signing bonus upon a $50M Qualified Financing, $500,000 target annual bonus, and 3.0% equity award. No financial performance impacts were disclosed.
- ·Tyler Hassen employment term: initial 3 years from March 17, 2026, with automatic 1-year renewals unless 30 days' notice.
- ·Tyler Hassen entitled to 20 paid vacation days per year (25 after second anniversary).
- ·Termination Agreement with Clayton Adams includes mutual releases of claims.
20-03-2026
On March 18, 2026, Black Rock Coffee Bar, Inc. entered into an irrevocable proxy with the Jacob V. Spellmeyer 2021 Trust, Juliet A. Spellmeyer 2021 Trust, Bryan D. Pereboom 2021 Trust, and Nicole R. Pereboom 2021 Trust, all Class C common shareholders, granting the Company, its CEO, or designees authority to vote their Covered Shares (Class A, B, or C common stock) until the later of two years from March 18, 2026, or termination of the September 11, 2025 Voting Agreement. The Proxy Parties are also parties to the Voting Agreement involving Viking Cake Fuel, LLC and Viking Cake Fuel II, LLC. No financial terms or performance metrics were disclosed.
- ·Proxy filed as Exhibit 10.1
- ·Voting Agreement dated September 11, 2025
- ·Proxy effective until later of March 18, 2028 or Voting Agreement termination
20-03-2026
Encore Capital Group, Inc. filed an 8-K on March 20, 2026, under Items 5.02 (Director/Officer Departure/Election) and 5.03 (Amendments to Bylaws), attaching Exhibit 3.1 with Amended and Restated Bylaws effective through March 18, 2026. The amendments primarily update provisions on stockholder meetings, including detailed procedures for annual and special meetings, such as requirements for calling special meetings by board members or majority stockholders, demand record dates, proper form requests, and restrictions on similar items within specified timeframes. No financial metrics, performance changes, or quantitative impacts are disclosed.
- ·Filing Items: 5.02 (Director/Officer Departure/Election), 5.03 (Amendments to Bylaws), 9.01 (Exhibits)
- ·Bylaws amended through March 18, 2026
- ·Special meetings require written request by at least three board members or holders of majority of voting shares
- ·Demand Record Date fixed within 10 days of proper request; demands due within 60 days thereafter
- ·Restrictions on special meeting demands for similar items within 61 days to 1 year of prior record date or 90 days before upcoming meeting
20-03-2026
On March 19, 2026, the Board of Directors of AN2 Therapeutics, Inc. approved a stock option repricing for all outstanding Eligible Options under the 2017 and 2022 Equity Incentive Plans, reducing exercise prices to $3.91 per share, the closing price on that date. Named executive officers hold significant Eligible Options: Eric Easom (742,649 options, original prices $6.60-$17.28), Joshua Eizen (142,150 options, $14.29-$17.88), and Lucy Day (221,965 options, $6.60-$17.28). The repricing aims to retain and motivate participants without stock dilution or additional cash costs, but requires payment of original prices if exercised before the Premium End Date (earliest of September 19, 2027, change in control, death, or disability).
- ·Original exercise prices for Eric Easom and Lucy Day options ranged from $6.60-$17.28 per share
- ·Original exercise prices for Joshua Eizen options ranged from $14.29-$17.88 per share
- ·Premium End Date is the earliest of September 19, 2027, change in control, or eligible holder's death or disability
20-03-2026
TG Therapeutics, Inc. entered into a First Amendment to its Financing Agreement on March 18, 2026, establishing a $750M term loan facility (fully borrowed) to repay prior Initial Term Loans and maturing on March 18, 2031, with an uncommitted additional $250M facility. The loan carries interest at SOFR + 4.75% (or base rate + 3.75%), subject to a 25 basis point step-down based on leverage ratio, and requires $37.5M quarterly amortization starting March 31, 2030 (potentially deferrable). The facility is secured by substantially all assets and includes customary covenants.
- ·Original Financing Agreement dated August 2, 2024
- ·Term SOFR no less than 1.00% per annum
- ·Amortization payments may be deferred if Total Net Leverage Ratio <= agreed threshold
- ·Secured by lien on substantially all assets of Loan Parties
- ·Events of default are customary, allowing acceleration
20-03-2026
On March 20, 2026, the Compensation Committee of BranchOut Food Inc. approved an increase in CEO Eric Healy's annual base salary to $325,000, retroactive to April 15, 2025, and CFO John Dalfonsi's monthly compensation to $17,500, retroactive to January 1, 2026. These adjustments recognize executive contributions for the emerging growth company trading as BOF on Nasdaq Capital Market. No prior salary figures or performance declines were disclosed.
- ·Salary increases approved by Compensation Committee of the Board of Directors
- ·Company incorporated in Nevada, EIN 87-3980472, principal offices at 205 SE Davis Avenue, Bend, Oregon 97702
20-03-2026
KORE Group Holdings, Inc. entered into a Merger Agreement on February 26, 2026, with KONA Parent, L.P. and its subsidiary KONA Merger Sub Co., under which Merger Sub will merge with KORE, converting each share of Company Common Stock into $9.25 per share in cash (subject to exclusions and withholdings). On March 17, 2026, rollover, voting, and support agreements were executed with Dotmar Investments Limited (847,293 shares), Richard Burston (169,948 shares), and Terrdian Holdings Inc. (1,163,205 shares), committing these shareholders to vote in favor of the merger and roll over their shares to Parent; Parent may enter additional rollover agreements for up to 2.5 million shares. The transaction is subject to stockholder approval, regulatory clearances, and other closing conditions, with risks noted including potential failure to close or achieve expected benefits.
- ·Merger Agreement filed on February 27, 2026; 8-K filed March 20, 2026
- ·Rollover period: 15 business days after February 26, 2026
- ·KORE intends to file proxy statement and Schedule 13E-3 with SEC
20-03-2026
Cayson Acquisition Corp entered into a $750,000 interest-free promissory note with Mango Financial Limited on March 18, 2026, filed as a material agreement on March 20, 2026. The principal is repayable upon consummation of the company's initial Business Combination, or forgiven if no combination occurs except from funds outside the trust account. No performance metrics or period comparisons are provided in the filing.
- ·Note bears no interest.
- ·Repayment triggered by Business Combination; default if not paid within 5 business days of due date.
- ·Governed by New York law; notices to Cayson at 420 Lexington Avenue, Suite 2446, New York, New York 10170.
20-03-2026
Natural Alternatives International, Inc. (NAII) amended CEO Mark A. LeDoux's U.S. employment agreement effective May 1, 2026, reducing his base salary from $475,000 to $255,000 annually along with other officer benefit cuts; concurrently, he entered a new employment agreement as Managing Director of subsidiary Natural Alternatives International Europe with a 170,000 CHF base salary, intended to maintain similar total compensation adjusted for currency. This arrangement enables Mr. LeDoux to dedicate at least half his time in Switzerland to expand worldwide revenue and Swiss operations capabilities, while he retains CEO and Chairperson roles. No outright departure, but represents a significant compensation restructuring.
- ·Agreements filed as Exhibits: 10.69 (Third Amendment to NAI Employment Agreement), 10.70 (NAIE Employment Agreement)
- ·Event reported date: March 18, 2026; Filing date: March 20, 2026
- ·Previous amendments: Original dated October 1, 2015; Second Amendment July 1, 2021
20-03-2026
Dillard’s, Inc. entered into an Agreement and Plan of Merger dated March 20, 2026, to merge W.D. Company, Inc. with and into Dillard’s, with Dillard’s continuing as the surviving corporation. The merger consideration consists of Aggregate Cash Merger Consideration and Aggregate Stock Merger Consideration (including Dillard’s Class A and Class B Common Stock), payable to W.D. Company shareholders based on a Final Aggregate Merger Consideration Allocation Schedule. The transaction was approved by both boards, with Alex Dillard serving as Shareholder Representative; no specific amounts or shareholder meeting dates are detailed in the filing.
- ·Merger to be effected under Texas Business Organizations Code (TBOC) and Arkansas Business Corporation Act (ABCA).
- ·Effective Time upon filing and acceptance of TX Certificate of Merger and AR Articles of Merger.
- ·Concurrent execution of Memorandum of Understanding (Exhibit D) to comply with Dillard’s certificate of formation.
20-03-2026
On March 16, 2026, Shaun Limbers resigned from the Board of Directors of TruGolf Holdings, Inc. (TRUG), effective immediately and not due to any disagreement with the company's operations, policies, or practices. On the same date, Brenner Adams was appointed to the Board, simultaneously resigning from his role as Chief Growth Officer; he will not serve on any Board committees and has no reportable arrangements or transactions with the company.
- ·Brenner Adams' prior employment agreement as Chief Growth Officer disclosed in proxy statement filed January 26, 2026.
- ·No arrangement or understanding pursuant to which Brenner Adams was selected as director.
- ·No transactions between Brenner Adams and the Company reportable under Item 404(a) of Regulation S-K.
20-03-2026
Tamboran Resources Corporation's subsidiaries entered into Deeds of Addendum on March 20, 2026, to the Second Amended and Restated Joint Venture and Shareholders Agreement (JVSA) and the Asset Sale Agreement (ASA) for the Beetaloo Basin gas project. The JVSA Addendum reshapes and increases the Dev A++ Area by 100,000 acres, rebranding it as the Phase 2 Development Area (P2DA), with realignment of interests pending the Falcon Transaction. The ASA Addendum adjusts Elliott Energy I Pty Ltd's $15M acquisition of a non-operating interest in 100,000 acres to focus on the P2DA and extends key deadlines.
- ·Dev A++ End Date extended to December 31, 2026
- ·C10 End Date extended to December 31, 2027
- ·Original JVSA and ASA dated May 12, 2025
20-03-2026
Columbia Sportswear Company entered into a new Credit Agreement on March 19, 2026, with JPMorgan Chase Bank, N.A. as Administrative Agent, Wells Fargo Bank, National Association and Bank of America, N.A. as Syndication Agents, providing for revolving loans, swing loans, and a letter of credit facility, which terminates the existing credit agreement. The agreement includes standard representations and warranties, affirmative and negative covenants, a funded debt ratio financial covenant, and events of default. No specific facility commitment amounts or pricing details are disclosed in the provided filing excerpt.
- ·Agreement includes termination of existing Credit Agreement (Section 11.27).
- ·CUSIP Numbers: Published 19851JAK4, Revolving Loan 19851JAL2.
- ·Financial covenant: Funded Debt Ratio (Article VIII).
- ·Base Rate floor of 1.00% per annum.
- ·Control threshold for Affiliates: 50% voting power.
20-03-2026
Beasley Broadcast Group (BBGI) projects total net revenue declining to $206.2M in FY2025E from $247.1M in FY2023A (-8.7% CAGR), with audio revenue dropping sharply 11.8% CAGR to $156.0M due to weakness in local and national spot amid industry headwinds, while digital revenue grew modestly 3.9% CAGR to $50.2M (24.3% of total). The company achieved $30M in annual cost reductions, right-sizing station operating expenses to $184.5M, but Adjusted EBITDA fell to $13.0M (6.3% margin) from $22.0M. Future opportunities include ~$50M revenue enhancements and de-regulation catalysts.
- ·Detroit market total net revenue declined 24.5% from FY2024A to FY2025E to $19.6M.
- ·Philadelphia market total net revenue declined 15.5% from FY2024A to FY2025E to $41.3M.
- ·Tampa market showed modest growth of 1.2% from FY2024A to FY2025E to $24.0M, driven by 50.2% digital CAGR.
- ·Station operating expenses reduced 5.9% CAGR to $184.5M in FY2025E.
20-03-2026
Global Indemnity Group, LLC (GBLI) appointed Evan J. Kasowitz, age 36, as Chief Operating Officer effective March 20, 2026. Mr. Kasowitz, who has served as President of Belmont Holdings since March 2025 and in other senior roles since 2021, entered a compensatory arrangement with a $700,000 base salary and cash/equity bonus tiers each up to 100% of base salary. There are no related arrangements, understandings, or family relationships.
- ·Mr. Kasowitz previously served as Senior Vice President – Operations since May 2023 and other senior officer positions since August 2021.
- ·Mr. Kasowitz earned BA degrees in Biology and Economics from Bucknell University, MBA from St. Joseph’s University, and holds CPCU and Associate in Reinsurance designations.
20-03-2026
ReposiTrak, Inc.'s subsidiary, PC Group, Inc., entered into a Senior Unsecured Promissory Note with SPAR Marketing Force, Inc. on March 16, 2026, providing a loan facility of up to $4M, with an initial $3M advance and an additional $1M available from July 17, 2026, at 8% annual interest maturing March 16, 2029. SPAR Group, Inc., the borrower's parent, guarantees the obligations and will issue 1M shares of its common stock to PC Group at a deemed $0.80 per share within 30 days. The deal includes anti-dilution protections and supports a strategic commercial relationship, though it is unsecured with standard events of default triggering 12% interest and acceleration.
- ·Borrower may prepay without penalty; lender cannot accelerate except on default.
- ·Anti-dilution and price protection on SPAR shares if equity issued below $0.80.
- ·Customary events of default include payment failure, bankruptcy, covenant breaches, and failure to deliver equity.
20-03-2026
On March 20, 2026, Aeluma, Inc. entered into a Sales Agreement with Roth Capital Partners, LLC (as representative of the agents), Craig-Hallum Capital Group LLC, Northland Securities, Inc., and The Benchmark Company, LLC, enabling the company to offer and sell up to $50 million of its common stock ($0.0001 par value per share) through an at-the-market offering on Nasdaq Capital Market at prevailing market prices. Neither the company nor the agents are obligated to sell or purchase any shares, and the agreement includes mutual indemnification provisions and can be terminated by either party upon 5 business days' prior written notice. The offering is pursuant to the company's effective shelf registration statement on Form S-3 (No. 333-289135, effective August 8, 2025).
- ·Sales effected via ordinary brokers’ transactions at market prices or as otherwise agreed; no principal purchases required.
- ·Prospectus supplement filed immediately prior to this 8-K.
- ·Agreement filed as Exhibit 1.1; legal opinion as Exhibit 5.1.
20-03-2026
Spruce Biosciences reported FY2025 financial results with net loss improved to $39.0M from $53.0M in 2024, driven by R&D expenses decreasing 58% to $19.5M after ceasing tildacerfont development, though G&A expenses rose 16% to $17.0M and collaboration revenue dropped to $0 from $4.9M. Cash and equivalents stood at $48.9M, expected to fund operations into early 2027, supported by an initial $15M tranche from a up to $50M loan facility with Avenue Capital. Positive corporate updates include successful FDA Type B meetings aligning BLA submission for TA-ERT in MPS IIIB for Q4 2026 and appointments of Dale Hooks as CCO and others to leadership.
- ·Stock-based compensation expenses decreased to $2.6M in FY2025 from $5.3M in FY2024.
- ·Total assets increased to $53.0M as of Dec 31, 2025 from $45.2M as of Dec 31, 2024.
- ·Accumulated deficit grew to $(289.2M) as of Dec 31, 2025 from $(250.3M) as of Dec 31, 2024.
- ·Net loss per share improved to $(50.83) in FY2025 from $(96.40) in FY2024.
- ·PRV program reauthorized through Sep 30, 2029; TA-ERT eligible if approved.
20-03-2026
Streamex Corp. (NASDAQ: STEX) announced the appointment of Christine Plummer, former Global Controller at Coinbase and Managing Director at Morgan Stanley, as Chief Financial Officer effective March 16, 2026. Ms. Plummer brings over 30 years of finance experience, including leading global teams at Coinbase (50+ professionals), MSCI (70+ professionals), and Morgan Stanley (20+ years). CEO Henry McPhie stated her expertise will support scaling tokenized commodity products like GLDY and institutional infrastructure.
- ·Plummer's prior roles: Global Deputy Controller and Managing Director at MSCI Inc.; Chief Financial Officer for Americas Legal Entities, Global Head of Funding Controllers, and Global Product Controller for Equity Division at Morgan Stanley; Auditor at Ernst & Young.
- ·Filing Date: March 20, 2026; Announcement Date: March 16, 2026.
20-03-2026
Labcorp Holdings Inc. (Parent) and Laboratory Corporation of America Holdings (Borrower) entered into a $750M term loan credit agreement on March 20, 2026, with Wells Fargo Bank as Administrative Agent, Wells Fargo Securities as Sole Bookrunner, and PNC entities as arrangers and syndication agent. The facility provides Aggregate Commitments of $750M, with an Applicable Rate of 0.700% for Term SOFR/Daily Simple SOFR Loans and 0% for Base Rate Loans. No financial performance metrics or period-over-period comparisons are disclosed in the agreement.
- ·Deal CUSIP: 50540QAW4
- ·Term Loan CUSIP: 50540QAX2
- ·Base Rate defined as highest of Federal Funds Rate +0.50%, Wells Fargo prime rate, or Term SOFR +1.00%
20-03-2026
On March 17, 2026, the Compensation Committee of Oceaneering International, Inc. approved an amended Change of Control Agreement for CEO Roderick A. Larson and an amended Change of Control Plan, conditioning benefits on releases and restrictive covenants while adding outplacement services. The Committee also adopted the Executive Leadership Team Severance Plan, providing severance to eligible executives including 1x (2x for CEO) base salary plus target short-term incentive, prorated incentives, health benefits continuation, prorated equity vesting, and outplacement, all conditioned on releases and covenants.
- ·Severance under ELT Severance Plan: 1x (2x for CEO) sum of base salary + target short-term incentive, paid over 12 (24 for CEO) months.
- ·Health benefits continuation: 12 months (18 for CEO).
- ·Outplacement services: 12 months (24 for CEO under both plans).
- ·No severance overlap if eligible under Change of Control Plan.
20-03-2026
On March 17, 2026, Wendy Yarno, a member of the Board of Directors of Iovance Biotherapeutics, Inc., provided notice that she will retire from the Board and not stand for re-election at the annual meeting of stockholders anticipated in June 2026. Ms. Yarno will serve out her current term until the Annual Meeting, and her decision is not due to any disagreement with the Company on operations, policies, or practices.
- ·Company thanks Ms. Yarno for her service to the Board.
20-03-2026
TEGNA Inc. filed an 8-K on March 20, 2026, including Exhibit 3.1: Sixth Amended and Restated Certificate of Incorporation, which reduces authorized common stock to 1,000 shares at $0.01 par value. The amendments include provisions for board flexibility, director liability protections, opt-out from DGCL §203, and corporate opportunity renunciations. This governance restructuring appears tied to a merger or acquisition, as indicated by 8-K items 1.01, 2.01, and related changes.
- ·Registered office: 251 Little Falls Drive, City of Wilmington, New Castle County, Delaware 19808
- ·Certificate executed on March 19, 2026
20-03-2026
Trinseo PLC entered into amendments and limited waivers across its SuperPriority Revolver, Senior Credit Agreement, Refinance Credit Agreement, and Accounts Receivable Securitization Facility on March 19, 2026, temporarily suspending acceleration and enforcement rights until April 2026 due to nonpayment of interest beyond grace periods. These waivers provide short-term relief amid ongoing capital structure discussions but highlight severe liquidity distress, compounded by a March 2, 2026 NYSE delisting notice. Consent fees of 1.00% were agreed in-kind for certain facilities.
- ·SuperPriority Revolver originally dated January 17, 2025; Senior Credit Agreement dated September 6, 2017; Refinance Credit Agreement dated September 8, 2023; Accounts Receivable Securitization Facility dated July 18, 2024.
- ·Waivers suspend remedies until April 30, 2026 for Revolver, Senior Credit Facility, and Refinance Credit Facility; until April 2, 2026 for Securitization Facility.
- ·NYSE delisting proceedings notice received March 2, 2026.
20-03-2026
Femasys Inc. entered into an Omnibus Amendment and Consent Agreement on March 19, 2026, with Consenting Holders to remove the Share Combination Event Adjustment from its Senior Secured Convertible Notes and existing Warrants effective December 31, 2025, issuing 16,378,563 Series D-1 Warrants exercisable at $0.58 as consideration. Separately, director Joshua Silverman resigned effective March 17, 2026, with no disputes noted, and Kenneth D. Eichenbaum, M.D., M.S.E. was appointed as a Class II director effective March 18, 2026, pursuant to nomination rights of Lead Lender Pointillist Global Macro Series of Pointillist Partners LLC.
- ·Amendment effective as of December 31, 2025.
- ·Series D-1 Warrants issued under Section 4(a)(2) exemption to accredited investors.
- ·Dr. Eichenbaum determined independent for Nasdaq purposes; serves on Nominating and Corporate Governance Committee.
- ·Lead Lender's board nomination right falls away upon owning <4.99% Common Stock (as-converted), full Note repayment, or November 7, 2030.
20-03-2026
REGENXBIO Inc. entered into a Settlement and Release Agreement with GlaxoSmithKline LLC (GSK) on March 18, 2026, resolving a dispute over sublicense fees under their 2009 License Agreement. The Company agreed to pay GSK $10 million within three business days for alleged underpayments on royalties and other sublicensee amounts, representing a cash outflow. The agreement provides mutual releases of past claims and certain future claims while allowing the Company to continue its existing payment allocation methodology.
- ·Settlement Agreement effective date: March 18, 2026
- ·Payment due within three business days of effective date
- ·Full Settlement Agreement to be filed with Quarterly Report on Form 10-Q for quarter ending March 31, 2026
20-03-2026
22nd Century Group, Inc. entered into a securities purchase agreement on March 20, 2026, for a registered direct offering of up to $20M in Series B Convertible Preferred Stock (stated value $1,000/share) and warrants, with an initial closing of $16M expected on March 24, 2026, and a potential $4M second closing within one year. Proceeds will primarily repurchase $9.65M of outstanding Series A Preferred Stock issued in August 2025, yielding net proceeds of ~$5.7M after fees and expenses for working capital. The deal includes dilutive features like a $3.57 fixed conversion price (with 15% VWAP discount alternative and floor price), 100% warrant coverage, anti-dilution protections, and restrictions on future issuances.
- ·Stockholder approval obtained at February 20, 2026 Special Meeting.
- ·Warrants exercisable immediately at $3.57/share, expire in 5 years, with Black-Scholes protections and price-only anti-dilution.
- ·Series B Preferred has no voting rights except as required by law; liquidation preference at 100% stated value or conversion value.
- ·Company prohibited from senior/pari passu securities or variable rate transactions while Series B outstanding (ATM exception up to $250K/week at $1.50 floor).
- ·Investors funding ≥$2M have 50% participation right in future offerings for 9 months after Series B fully redeemed.
- ·Redemption at 110% of stated value after 6 months, with 30-day conversion window.
20-03-2026
Fifth Era Acquisition Corp I (FERAU), a blank check company, reported the resignation of director Gary Cookhorn on March 17, 2026, effective immediately, with no disagreement on operations, policies, or practices. The Board appointed Donald Putnam as a new director on March 20, 2026, effective immediately; Mr. Putnam has extensive experience as Executive Chairman of Energy Substantiation Partners LLC (founded 2024), Founder and Managing Partner of Grail Partners LLC (since 2005), and prior CEO of Putnam Lovell Securities. There are no arrangements, family relationships, or material interests related to the appointment.
- ·Gary Cookhorn's resignation effective March 17, 2026; Donald Putnam's appointment effective March 20, 2026.
- ·No arrangements or understandings pursuant to Mr. Putnam's election; no family relationships with other directors/officers; no material interests under Item 404(a) of Regulation S-K.
- ·Securities traded on Nasdaq: FERAU (Units), FERA (Class A shares), FERAR (Rights).
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