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US Material Events SEC 8-K Filings — September 28, 2026

Material Events Monitor

By Gunpowder Editorial ·

50 high priority 50 total filings analysed

Executive Summary

This digest of 50 SEC filings from September 28, 2026, reveals a market in active transition, dominated by high-value M&A and significant capital market maneuvers.

The most material events are three major acquisitions: the $2.34B Slate Grocery REIT acquisition by Brixmor/Everview, the $663.7M take-private of Lifecore Biomedical by Webster Equity Partners, and the $587M SPAC merger of Astro Digital with Proem Acquisition Corp. I. A clear sector theme is the aggressive deployment of capital in the energy and infrastructure space, highlighted by FTAI Infrastructure's $255M crude oil asset acquisition and Hut 8 Corp.'s $1.07B credit facility for AI data centers. Conversely, several companies are showing signs of distress, with Cambium Networks entering administration, and Hepion Pharmaceuticals and Origin Tea both switching auditors after receiving going-concern warnings. Insider activity is limited in these filings, but the prevalence of CFO departures (at Matternet, Jasper Therapeutics, Gain Therapeutics) and the appointment of CEOs as interim CFOs is a notable risk signal. The forward-looking data provides a clear catalyst calendar for Q4 2026 and Q1 2027, with several major deal closings and regulatory decisions expected. Overall, the market is rewarding scale and strategic positioning in high-growth sectors like AI infrastructure and energy logistics, while punishing companies with weak fundamentals or execution failures.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Material Events SEC 8-K Filings digest from September 18, 2026.

Investment Signals (10)

  • Brixmor Property Group (BULLISH)
    ▲

    Acquiring a 23-center portfolio for $636M as part of a $2.34B deal, immediately accretive to Nareit FFO per share, with no financing condition.

  • Astro Digital (via Proem Acquisition Corp. I) (BULLISH)
    ▲

    Merging with a SPAC at a $587M valuation, backed by 42% two-year revenue CAGR and a doubled backlog.

  • Acquiring crude oil logistics assets for $255M, expected to generate ~$50M in annual EBITDA, more than doubling existing Adjusted EBITDA.

  • ▲

    Closed a $1.07B non-dilutive credit facility at SOFR+175bps and secured $7.5B in project financing for AI data centers, signaling massive institutional confidence.

  • SCYNEXIS ↓ (BULLISH)
    ▲

    Secured a $214M non-dilutive BARDA contract for antifungal SCY-247, with cash runway extended into 2029.

  • Being acquired at a 49.5% premium to the recent close, with a 30-day go-shop period that could trigger a higher bid.

  • ▲

    Appointed a new CEO from Arm's automotive unit, signaling a strategic pivot to leverage semiconductor growth opportunities.

  • Stock listing transferred to Nasdaq Capital Market due to bid price deficiency, with a 180-day compliance deadline.

  • Entered administration and is selling its core business as a going concern, indicating a complete corporate failure.

  • Dismissed auditor after receiving a 'going concern' qualification, a classic precursor to financial distress.

Risk Flags (8)

  • The company is in administration and selling its business as a going concern. This is a total loss event for equity holders.

  • Dismissed auditor Grassi & Co. after they expressed 'substantial doubt about the company's ability to continue as a going concern.' New auditor engagement is a high-risk signal.

  • Origin Tea (fka Brilliant N.E.V. Corp.)/Auditor Red Flag [HIGH RISK]
    ▼

    Similar to Hepion, this company changed auditors after receiving a 'going concern' qualification from its prior auditor.

  • Stock was transferred to the Capital Market for failing to meet the $1.00 bid price, with a March 2027 deadline to comply or face delisting.

  • Multiple Companies/CFO Vacuum [MEDIUM RISK]
    ▼

    Matternet, Jasper Therapeutics, and Gain Therapeutics all saw CFO departures with CEOs stepping in as interim. This concentration of financial risk in a single executive is a governance red flag.

  • The VCIP sets targets like $75M revenue and $500M market cap by 2031, but the company explicitly states these are not predictions, suggesting a wide gap between ambition and current reality.

  • The second extension of the merger deadline with Carvix to February 2027 signals ongoing execution risk and potential deal fatigue.

  • BOXABL Inc./Dilution Risk [MEDIUM RISK]
    ▼

    The $100M ATM agreement allows for significant share issuance, which could lead to substantial dilution for existing shareholders.

Opportunities (8)

  • The 30-day go-shop period could attract a higher bid than the current 49.5% premium. Investors should monitor for competing offers.

  • Astro Digital/SPAC De-SPAC (OPPORTUNITY)
    ◆

    The merger with Proem Acquisition Corp. I is expected to close in Q1 2027. Astro Digital's strong growth (42% CAGR) and backlog make it a compelling post-merger equity story.

  • The $255M acquisition of crude oil assets with a take-or-pay contract provides a stable, high-margin revenue stream. The Q4 2026 regulatory decision is a key catalyst.

  • ◆

    The $214M BARDA contract is a massive non-dilutive validation. The Phase 2 trial initiation and potential for a 10-year contract extension are key catalysts.

  • ◆

    The extension of debt maturities to 2031/2033 and redemption of 5.50% notes reduces near-term financial pressure, potentially freeing up capital for operations or dividends.

  • The company is leveraging its 600+ telecom relationships to enter the high-growth microdrama market ($14B by 2026). While early, the addressable market is large.

  • Brixmor Property Group/Grocery-Anchored Retail (OPPORTUNITY)
    ◆

    The acquisition of grocery-anchored centers is a defensive play against e-commerce. The Q1 2027 close is a catalyst for FFO accretion.

  • With $8.57B in total financing secured, Hut 8 is well-positioned to capitalize on the AI data center boom. The non-dilutive nature of the debt is a key positive.

Sector Themes (6)

  • Energy & Infrastructure Capital Deployment
    ◆

    FTAI Infrastructure and Hut 8 Corp. are deploying massive capital ($1.3B+ combined) into energy logistics and AI data centers, signaling a strong institutional appetite for hard assets with long-term contracts. This is a key theme of capital flowing to tangible, revenue-generating infrastructure.

  • Biotech/Pharma Non-Dilutive Funding
    ◆

    SCYNEXIS's $214M BARDA contract and Amprius's $75M government agreement highlight a trend of biotech and advanced manufacturing companies securing significant non-dilutive government funding, reducing reliance on equity markets.

  • SPAC Market Activity
    ◆

    The Astro Digital and GOWell Technology mergers, alongside the Crown Reserve extension, show the SPAC market is still active but bifurcated between high-quality targets (Astro Digital) and those struggling to close (Crown Reserve).

  • Executive Suite Instability
    ◆

    A high number of CFO and C-suite departures (Matternet, Jasper Therapeutics, Gain Therapeutics, StandardAero, Vestis) combined with CEOs taking on interim financial roles creates a governance risk theme that warrants close monitoring.

  • Auditor Changes as Distress Signal
    ◆

    Two companies (Hepion, Origin Tea) changed auditors after receiving 'going concern' qualifications. This pattern is a powerful leading indicator of financial distress and potential bankruptcy risk.

  • Capital Market Mobility
    ◆

    Hain Celestial's transfer to the Capital Market and the multiple ATM agreements (BOXABL, Azitra) show that companies with weaker profiles are increasingly using alternative market mechanisms and dilutive financing to stay afloat.

Watch List (8)

  • The 30-day window to solicit alternative bids closes in late October 2026. Any competing offer could drive the price above the current 49.5% premium.

  • The Q4 2026 regulatory decision on the $255M crude oil asset acquisition is a key catalyst for the stock.

  • The company has until March 22, 2027, to regain compliance with the $1.00 bid price rule. A reverse stock split is a likely outcome.

  • Brixmor Property Group/Slate REIT Close
    👁

    The Q1 2027 close of the $2.34B acquisition is a major catalyst. Watch for Slate unitholder approval vote.

  • Astro Digital/SPAC Merger Close
    👁

    The Q1 2027 close is a key event. The combined entity will trade under a new ticker.

  • The BARDA contract funds Phase 2 trials for SCY-247. Initiation of these trials is a key catalyst.

  • The conditional redemption of the 5.50% Senior Notes due 2027 is scheduled for October 19, 2026. This will reduce debt service costs.

  • The company has secured $7.5B in project financing. The first drawdown for the River Bend or Beacon Point campuses will be a major validation event.

Filing Analyses (50)
VINEBROOK HOMES TRUST, INC. 8-K neutral materiality 7/10

28-09-2026

VineBrook Homes Trust, Inc., through its subsidiaries VB Thirteen, LLC and VB Fourteen, LLC, entered into a $25 million credit agreement on September 28, 2026, with The Ohio State Life Insurance Company as administrative agent and sole lead arranger. The term loan is available in multiple advances for general corporate purposes and is secured by collateral. The agreement includes customary representations, affirmative and negative covenants, and events of default.

  • · The credit agreement is dated September 28, 2026.
  • · The borrower entities are VB Thirteen, LLC and VB Fourteen, LLC, both Delaware limited liability companies.
  • · The loan is a term loan available in multiple advances: an initial advance on the Closing Date and a subsequent advance on a date to be mutually agreed.
  • · The aggregate Commitment on the Closing Date is $25,000,000, which is reduced by each Advance and terminates upon funding of the Subsequent Advance.
  • · The agreement includes a Change of Control provision tied to NexPoint Advisors, L.P. and its affiliates.
  • · Collateral is defined under the Security Agreement and each Pledge Agreement.
  • · The agreement contains financial covenants, including a maximum Consolidated Debt to Consolidated Assets ratio (not explicitly stated in the excerpt).
HAIN CELESTIAL GROUP INC 8-K negative materiality 8/10

28-09-2026

Hain Celestial Group received approval from Nasdaq to transfer its stock listing from the Nasdaq Global Select Market to the Nasdaq Capital Market effective September 24, 2026, after failing to meet the minimum $1.00 bid price requirement. The company has been granted an additional 180-day compliance period until March 22, 2027 to regain compliance, potentially through a reverse stock split. Additionally, Chief Accounting Officer Michael J. Ragusa announced his resignation effective November 1, 2026, with CFO Lee A. Boyce assuming the principal accounting officer role.

  • · The company's stock continues to trade under the symbol 'HAIN' on the Nasdaq Capital Market.
  • · The initial compliance period ended September 21, 2026, and the new compliance deadline is March 22, 2027.
  • · The company had previously disclosed the bid price deficiency on March 24, 2026.
  • · Michael Ragusa's resignation is effective November 1, 2026, and he is leaving to pursue another opportunity.
  • · The company cautions there can be no assurance it will regain or maintain compliance with Nasdaq listing standards.
Proem Acquisition Corp. I 8-K positive materiality 9/10

28-09-2026

Astro Digital, a satellite manufacturer, has agreed to merge with SPAC Proem Acquisition Corp I (PAAC) in a deal valuing Astro Digital at a pro forma post-money enterprise value of approximately $587 million. The transaction is expected to close in Q1 2027, with up to $180 million in gross proceeds from trust cash and a $50 million PIPE. Astro Digital has delivered nearly 40 satellites since 2018 and grew revenue at a 42% two-year CAGR with positive adjusted EBITDA, but the deal is subject to shareholder approval and a minimum cash condition of $30 million.

  • · Astro Digital's backlog doubled last year.
  • · The transaction has been unanimously approved by the boards of both companies.
  • · Imran Khan will join the board of directors of the combined company at closing.
  • · Astro Digital's existing management team will continue to lead the combined company.
  • · The combined company is expected to trade on Nasdaq under a new name, Astro Digital Holdings, Inc.
  • · The transaction is subject to approval by Proem's shareholders, effectiveness of Form S-4, and other customary closing conditions.
  • · Astro Digital has delivered industry firsts including the first NVIDIA H100 GPU in orbit (Starcloud-1) and optical inter-satellite links (Mandrake).
LIFECORE BIOMEDICAL, INC. DE 8-K positive materiality 10/10

28-09-2026

Lifecore Biomedical (Nasdaq: LFCR) has entered into a definitive agreement to be acquired by Webster Equity Partners in a transaction valued at up to $663.7 million, assuming full achievement of performance milestones. Common stockholders will receive $6.28 per share in cash at closing, a 49.5% premium to the September 25, 2026 closing price, plus non-tradable contingent value rights (CVRs) with potential aggregate payments of up to $160 million. The transaction is expected to close in Q4 2026, subject to stockholder and regulatory approvals, and includes a 30-day 'go-shop' period.

  • · The merger agreement includes a 30-day 'go-shop' period during which Lifecore may solicit alternative acquisition proposals.
  • · The transaction is expected to close at the end of Q4 2026, subject to stockholder approval, regulatory approvals, and other closing conditions.
  • · Lifecore's common stock will be delisted from Nasdaq upon completion of the transaction.
  • · Lifecore will maintain its headquarters in Chaska, Minnesota, and continue to operate under the Lifecore name and brand.
  • · The CVRs are non-tradable and contingent on revenue-based milestones for 2028 and 2029 and an EBITDA-based milestone for 2030.
  • · The CVR milestone payments are $30M for 2028, $45M for 2029, and $85M for 2030, subject to catch-up and scaling adjustments.
  • · Webster Equity Partners has secured committed financing, including a debt commitment letter from MidCap Financial Trust, MSD Partners, L.P., and Alcon Research, LLC, and an equity commitment letter from funds advised by Webster Equity Partners.
  • · The Series A Preferred Stock Conversion Amount will be increased by dividends accrued through closing.
  • · The transaction was unanimously approved by Lifecore's Transaction Committee and Board of Directors.
PAR PACIFIC HOLDINGS, INC. 8-K neutral materiality 5/10

28-09-2026

Par Pacific Holdings announced the appointment of Jerry Stumbo as Executive Vice President, Refining and Logistics, effective September 28, 2026, succeeding Richard Creamer, who will serve as Senior Advisor until his planned retirement on April 1, 2027. Stumbo brings nearly 30 years of refining experience from Valero Energy, where he led the Port Arthur Refinery (435,000 bpd capacity, 850 employees) and previously the St. Charles Refinery. The leadership transition is positioned as a strategic move to improve reliability, efficiency, and commercial execution, with no financial metrics or period-over-period comparisons provided in the filing.

  • · Stumbo previously led Valero's St. Charles Refinery for seven years, earning the Chairman's Safety Award four times.
  • · Stumbo holds bachelor's degrees in chemical engineering and psychology from Oklahoma State University.
  • · Creamer was instrumental in the acquisition and integration of Par Montana.
  • · Par Pacific operates in Hawaii, the Pacific Northwest, and the Rockies with 219,000 bpd refining capacity and 13 million barrels of storage.
Cambium Networks Corp 8-K negative materiality 9/10

28-09-2026

Cambium Networks Ltd (in administration) has entered into a Business Sale Agreement with Airspan Communications Limited to sell its business as a going concern, including assets such as intellectual property, customer contracts, and goodwill. The purchase price includes a Holdback Amount of US$500,000 (Long-Term) plus a Short-Term Holdback Amount and a potential Book Debt Upside Amount of up to US$7,500,000. The sale follows the appointment of administrators on September 14, 2026, indicating financial distress, and the transaction is structured to transfer employees under TUPE regulations.

  • · The administrators were appointed on September 14, 2026 under paragraph 22 of Schedule B1 to the Insolvency Act 1986.
  • · The sale includes the business of designing, developing, manufacturing, marketing, distributing, supporting and selling Specified Products.
  • · Excluded Assets include the Fixed Wireless Access Business and certain intellectual property rights.
  • · The Buyer assumes certain liabilities as detailed in Schedule 10 (Assumed Liabilities).
  • · Employees will transfer to the Buyer under TUPE regulations.
Envirotech Vehicles, Inc. 8-K neutral materiality 8/10

28-09-2026

Envirotech Vehicles, Inc. (now AZIO AI Holdings, Inc.) entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. on September 25, 2026, securing up to $50 million in common stock purchase capacity. The agreement includes a $3.5 million pre-paid advance in two tranches ($3.0 million at closing and $0.5 million upon registration effectiveness), with a 4% discount on each tranche. The facility is subject to an Exchange Cap of 3,473,960 shares (19.99% of outstanding shares) unless shareholder approval is obtained or the average price exceeds $1.30 per share, and includes an ownership limitation of 4.99%.

  • · The Company changed its name from Envirotech Vehicles, Inc. to AZIO AI Holdings, Inc.
  • · Common shares are listed on Nasdaq Capital Market under symbol 'AZIO'.
  • · The pre-paid advance is evidenced by convertible promissory notes with a 4% discount netted from the purchase price.
  • · Advances during the commitment period are at the Company's sole discretion with no mandatory minimum or non-usage fee.
  • · While any amount is outstanding under a Promissory Note or Yorkville Debentures, advance proceeds must first offset outstanding amounts (interest then principal) unless the Investor agrees to cash payment.
  • · The Exchange Cap of 3,473,960 shares may be exceeded if shareholders approve or if the average sale price equals or exceeds $1.30 per share.
  • · An ownership limitation caps the Investor's beneficial ownership at 4.99% of outstanding common shares.
  • · For Option 1 pricing periods, if trading volume falls below the Volume Threshold, the number of advance shares is reduced to the greater of 30% of trading volume or shares sold by the Investor during the period.
  • · For Option 2 pricing periods, each day the VWAP is below the Minimum Acceptable Price (or no VWAP exists) reduces the advance amount by one-third and excludes that day from the pricing period.
Amprius Technologies, Inc. 8-K positive materiality 8/10

28-09-2026

Amprius Technologies entered into a $75 million fixed-price agreement with the U.S. Government (Project acCELLerate) to develop domestic high-energy density battery production for small unmanned aerial systems. The base period runs from September 23, 2026 to September 22, 2028, with approximately $22 million initially obligated from FY2025 RDT&E funding. The company is not required to provide any cost share, but a majority of the total award remains unfunded and subject to future appropriations, and payments depend on milestone achievement.

  • · The Agreement is under the authority of 10 U.S.C. § 4022 and is designed to comply with Section 842 of the National Defense Authorization Act.
  • · Either party may terminate the Agreement for convenience upon at least 30 calendar days’ prior written notice, subject to good faith negotiation of a settlement.
  • · The Agreement contains customary provisions regarding intellectual property, data rights, foreign participation restrictions, and cybersecurity compliance.
  • · The Company is an emerging growth company as defined under Rule 405 of the Securities Act.
FG Merger II Corp. 8-K neutral materiality 6/10

28-09-2026

BOXABL Inc. entered into an ATM Sales Agreement on September 25, 2026, allowing it to sell up to $100,000,000 of its Class A common stock through multiple agents. The company will pay commissions up to 3.0% of gross proceeds and reimburse agent fees up to $75,000. This provides BOXABL with flexible access to capital, but also introduces potential dilution for existing shareholders.

  • · The ATM Sales Agreement was entered into on September 25, 2026.
  • · The offering is conducted under a shelf registration statement on Form S-3 (File No. 333-297729), declared effective on August 10, 2026.
  • · The company may terminate the Sales Agreement at any time with three days' notice.
  • · The ATM offering may be conducted as 'at the market offerings' under Rule 415.
  • · The company has no obligation to sell any ATM Shares and may suspend offers at any time.
STEPAN CO 8-K neutral materiality 6/10

28-09-2026

Stepan Company entered into a new $350 million credit agreement on September 25, 2026, with JPMorgan Chase Bank as administrative agent and a syndicate of lenders including Bank of America, Citibank, PNC Bank, and U.S. Bank. The agreement provides revolving credit commitments and includes an expansion option, replacing the company's existing credit facility. The filing does not disclose any specific financial results or performance metrics, only the terms of the new credit facility.

  • · The credit agreement includes a cross-guarantee among the company and foreign subsidiary borrowers.
  • · The agreement contains financial covenants (Section 6.12) and an 'Acquisition Holiday Election' provision.
  • · The facility is available in multiple currencies (Dollars and Foreign Currencies).
  • · The agreement replaces the existing credit facility (Section 1.10).
Inflection Point Acquisition Corp. V 8-K positive materiality 9/10

28-09-2026

Inflection Point Acquisition Corp. V (IPEX) completed its business combination with GOWell Technology Limited on September 25, 2026, forming GOWell Energy Technology, which will trade on NASDAQ under the ticker "GOW" starting September 28, 2026. The transaction was approved by Inflection Point shareholders on September 3, 2026. Concurrently, GOWell closed a $50 million PIPE investment, adding to a prior $20 million private placement, for total gross proceeds of $70 million to support growth and working capital. The combined company highlights a resilient, cash-generative business with a track record of growth and margin expansion, but faces risks typical of post-merger integration and public company operations.

  • · Inflection Point was a blank check company incorporated on May 31, 2024 in the Cayman Islands.
  • · GOWell has a global manufacturing and procurement network with regional hubs in the US and UAE, and operations in more than 50 countries.
  • · GOWell maintains a multi-disciplinary R&D team with a robust patent portfolio.
  • · The combined company will focus on both traditional energy and energy transition markets.
Los Altos Ventures Corp. 8-K neutral materiality 4/10

28-09-2026

Matternet, Inc. (formerly Los Altos Ventures Corp.) announced the departure of CFO Jason Secore effective September 29, 2026, and the appointment of CEO Andreas Raptopoulos as his replacement, making Raptopoulos both principal executive and financial/accounting officer. The filing contains no financial data, so no period-over-period comparisons are possible.

  • · Jason Secore's departure is not related to any disagreement with Matternet regarding operations, policies, or practices.
  • · The company has commenced a search for a permanent CFO successor.
  • · Andreas Raptopoulos will serve as CFO in addition to his CEO duties, effective September 29, 2026.
  • · Matternet is an emerging growth company and has elected not to use the extended transition period for complying with new financial accounting standards.
BIOTRICITY INC. 8-K neutral materiality 30/10

28-09-2026

Biotricity Inc. announced the resignation of director Jainal Bhuiyan, effective September 22, 2026, who also stepped down from the Compensation Committee. The resignation was not due to any disagreement with the company. The Board now has three directors, and Ronald McClurg was appointed to the Compensation Committee to fill the vacancy.

  • · Jainal Bhuiyan had served as a director since August 15, 2024.
  • · The Board has not yet decided whether to fill the vacancy or reduce the Board size.
  • · The Audit Committee and Nominating and Corporate Governance Committee compositions remain unchanged.
Crown Reserve Acquisition Corp. I 8-K neutral materiality 5/10

28-09-2026

Crown Reserve Acquisition Corp. I (SPAC) and Carvix, Inc. entered into a Second Amendment to their Business Combination Agreement, extending the Outside Date for closing the merger from the prior deadline to the later of February 10, 2027, or the date required by SPAC's pre-domestication organizational documents. The amendment, dated September 23, 2026, was signed by the CEOs of both companies and the merger subsidiary. This extension provides additional time to satisfy closing conditions, but also signals that the merger has not yet closed and may face ongoing execution risk.

  • · The Second Amendment amends Section 9.01(b) of the Existing BCA, which was originally dated March 30, 2026, and previously amended on August 26, 2026.
  • · The Outside Date is extended to the later of February 10, 2027, or the date required by SPAC's pre-domestication organizational documents (as amended with shareholder approval).
  • · The amendment is governed by Delaware law and was executed by the CEOs of all three parties.
  • · The filing is an 8-K with items 1.01 and 9.01, indicating entry into a material agreement and the furnishing of the exhibit.
Celularity Inc 8-K neutral materiality 8/10

28-09-2026

Celularity Inc. entered into a securities purchase agreement on September 23, 2026, for a two-tranche senior secured convertible note financing of up to $25 million, with an initial conversion price of $1.50 per share for Tranche 1 and $2.00 per share for Tranche 2. The company also granted a security interest in all its assets to secure the notes and issued warrants. The financing includes the amendment and restatement of an existing $3 million convertible note and a $1 million loan from the Trust, and provides the Trust with board designation rights.

  • · The conversion price is $1.50 per share for Tranche 1 Notes and $2.00 per share for Tranche 2 Notes.
  • · The company granted a security interest in all its existing and future assets to secure the notes.
  • · The Trust received board designation and nomination rights under a Board Rights Agreement.
  • · The Existing Trust Convertible Note of $3 million and related warrants for 1,258,740 shares are being amended and restated.
  • · The Existing Trust Loan Agreement of $1 million will be repaid in full from the proceeds.
Hepion Pharmaceuticals, Inc. 8-K negative materiality 6/10

28-09-2026

Hepion Pharmaceuticals dismissed its independent auditor, Grassi & Co., CPAs, P.C., and engaged Rosenberg Rich Baker Berman P.A. as its new auditor for fiscal year 2026. The change was approved by the audit committee on September 21, 2026, and Grassi was informed on September 22, 2026. The prior auditor's reports included an explanatory paragraph about substantial doubt regarding the company's ability to continue as a going concern, and the company has disclosed material weaknesses in internal control over financial reporting.

  • · Auditor change effective immediately as of September 22, 2026.
  • · Grassi's reports for fiscal years 2025 and 2024 contained an explanatory paragraph noting substantial doubt about the company's ability to continue as a going concern.
  • · Material weaknesses in internal control over financial reporting were disclosed in the 2025 and 2024 Form 10-Ks and the Q1 and Q2 2026 Form 10-Qs.
  • · No disagreements between the company and Grassi on accounting principles or practices were reported.
  • · The company did not consult with RRBB on any accounting or auditing matters prior to engagement.
  • · Grassi provided a letter to the SEC dated September 24, 2026, agreeing with the company's disclosures.
FTAI Infrastructure Inc. 8-K positive materiality 8/10

28-09-2026

FTAI Infrastructure Inc. (FIP) announced that its subsidiary, Jefferson Energy Companies, has agreed to acquire crude oil logistics assets (Port Arthur Terminal and a 50% interest in a Diluent Recovery Unit) from USD Group LLC for approximately $255 million in cash, financed through assumed debt and a new acquisition facility. The assets are expected to generate about $50 million in annual EBITDA, more than doubling Jefferson's existing Adjusted EBITDA, and are backed by a long-term take-or-pay contract with an investment-grade counterparty. The transaction is subject to regulatory approvals expected in Q4 2026.

  • · Acquired assets include a 12-mile, 24-inch diameter pipeline connecting to P66's Beaumont terminal.
  • · Port Arthur Terminal handles approximately 50,000 barrels per day of crude oil arriving by rail.
  • · Jefferson has obtained a commitment for acquisition financing; may combine assets with Jefferson Bond Borrower LLC and issue Additional Parity Bonds.
  • · Financial advisors: Jefferies (to Company), Houlihan Lokey (to USDG); capital finance advisor: Barclays.
  • · Legal advisors: Vinson & Elkins, Bennett Jones, Skadden (to Company); Gibson Dunn (to USDG).
Brixmor Operating Partnership LP 8-K positive materiality 9/10

28-09-2026

Brixmor Property Group and Everview Partners announced a definitive agreement to acquire Slate Grocery REIT for $2.34 billion, with Brixmor acquiring 23 grocery-anchored centers for $636 million and a joint venture with Everview acquiring 92 additional centers for $1.71 billion. The transaction is expected to be immediately accretive to Brixmor's Nareit FFO per share and is slated to close in Q1 2027, subject to Slate unitholder approval. However, the deal carries execution risks including integration challenges and market conditions, and the joint venture structure means Brixmor holds only a 20% common equity interest in the larger portfolio.

  • · Brixmor will hold a 20% common equity interest and Everview 80% in the 92-center joint venture portfolio.
  • · Brixmor will serve as asset manager, property manager, and leasing representative for the Joint Venture Portfolio.
  • · The transaction is not subject to any financing conditions.
  • · Brixmor's Board and Slate's Board have approved the transaction; closing expected in Q1 2027.
  • · ADIA will act as a strategic investor alongside Everview.
  • · The joint venture is expected to generate recurring fee income for Brixmor.
  • · Brixmor has a bridge commitment from Royal Bank of Canada to fully fund its required capital.
  • · Wells Fargo Bank and Royal Bank of Canada have provided a debt commitment to the joint venture.
Vestis Corp 8-K neutral materiality 5/10

28-09-2026

Vestis Corp appointed Russell Tiejema as Executive Vice President and CFO, effective September 28, 2026, succeeding interim CFO Adam K. Bowen, who will remain through October. The company also reaffirmed its full-year fiscal 2026 financial outlook, consistent with its August 11, 2026 update. No specific financial figures or changes to the outlook were provided.

  • · Russell Tiejema has over 30 years of experience and previously served as CFO of US LBM and Masonite International.
  • · Adam K. Bowen served as interim CFO since December 16, 2025, and will remain through October 2026 to ensure a smooth transition.
  • · The company reaffirmed its fiscal year 2026 outlook, which was last updated in its third quarter earnings release on August 11, 2026.
  • · No specific financial metrics or changes to the outlook were disclosed in this filing.
Jaguar Health, Inc. 8-K neutral materiality 6/10

28-09-2026

Jaguar Health, Inc. entered into privately negotiated exchange agreements with Streeterville Capital, LLC on September 25, 2026, issuing 481,584 shares of common stock to reduce the outstanding balance of its 2021 secured promissory note by $3,400,000. The exchange was conducted under Section 3(a)(9) of the Securities Act, and the company had approximately 1,945,542 shares outstanding as of the same date. This transaction reduces debt but increases share count, reflecting a continued reliance on equity-based financing.

  • · The 2021 Note Exchange Shares were issued in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act.
  • · The exchange agreements include representations, warranties, and covenants customary for a transaction of this type.
  • · The 2021 Note Exchange Agreements are filed as Exhibit 10.1 to the 8-K.
Hut 8 Corp. 8-K positive materiality 9/10

28-09-2026

Hut 8 Corp. closed a $1.07 billion four-year senior secured revolving credit facility to expand corporate liquidity and fund AI data center development. The facility provides non-dilutive capital at SOFR plus 150-200 bps, with an initial margin of SOFR plus 175 bps, and includes a $1.07 billion letter-of-credit sublimit. The company has also secured $7.5 billion in non-recourse project financing for its River Bend and Beacon Point campuses, but faces risks related to construction delays, cost overruns, and market conditions.

  • · The facility is a four-year senior secured revolving credit facility.
  • · Borrowings can be drawn as needed and repaid without prepayment penalties.
  • · The letter-of-credit sublimit is $1.07 billion, supporting collateral requirements for site development.
  • · J.P. Morgan acted as Lead Left Arranger and Bookrunner and serves as Administrative Agent.
  • · Citi, Goldman Sachs, and Morgan Stanley served as Joint Lead Arrangers and Joint Bookrunners.
  • · The company is pursuing an investment-grade corporate profile.
GETTY REALTY CORP /MD/ 8-K mixed materiality 8/10

28-09-2026

Getty Realty Corp. announced a $260.9 million sale-leaseback transaction with Refuel Operating Company, acquiring 41 convenience stores across four states. The company has invested approximately $455.2 million year-to-date at a 7.1% initial cash yield, funded through forward equity, a new term loan, and property dispositions. While the transaction strengthens Getty's relationship with a growing tenant and expands its portfolio, the company's disposition activity has been modest, with only $19.1 million in proceeds year-to-date against a target of at least $50 million.

  • · The 41 acquired stores are diversified across South Carolina (17), North Carolina (12), Texas (7), and Mississippi (5).
  • · The leases have 20-year initial terms with rent increases every five years.
  • · Refuel was already an existing tenant in 6 stores; pro forma, it becomes the third-largest tenant at 7.7% of annualized base rent.
  • · Year-to-date property sales of 13 properties generated $19.1 million in proceeds at a 5.7% cap rate.
  • · The $200 million new term loan is expected to close in October 2026 and mature in October 2028 with three one-year extension options.
  • · The committed investment pipeline exceeds $125 million at average 7.8% initial cash yields.
PARK AEROSPACE CORP 8-K neutral materiality 3/10

28-09-2026

Park Aerospace Corp. approved a significant salary increase for its President and COO, Mark A. Esquivel, raising his annual base salary from $270,000 to $400,000, effective September 28, 2026. The change was approved by the Compensation Committee on September 24, 2026. This is a routine executive compensation adjustment with no negative or flat metrics to report.

  • · The salary increase was approved by the Compensation Committee of the Board of Directors.
  • · The change is effective September 28, 2026.
QUANTUM CORP /DE/ 8-K positive materiality 5/10

28-09-2026

Quantum Corporation appointed James C. Clancy as Chief Operating Officer, effective immediately. Clancy, who previously served on the Board of Directors, will oversee operational execution and strategic growth initiatives. In connection with his new role, Clancy resigned from the Board. The appointment is intended to strengthen organizational performance and accelerate growth, though no specific financial targets or prior performance metrics were disclosed.

  • · Clancy previously served on Quantum's Board of Directors for the past year before accepting the COO role.
  • · He voluntarily resigned from the Board and its committees upon becoming COO.
  • · Clancy's prior roles include President of Global Storage Sales at Dell and Senior Vice President at Dell Technologies.
  • · Quantum describes itself as delivering end-to-end data management solutions designed for the AI era.
RideNow Group, Inc. 8-K neutral materiality 6/10

28-09-2026

RideNow Group, Inc. entered into a Term Loan Credit Agreement on September 25, 2026, with Alter Domus (US) LLC as Administrative Agent and Collateral Agent, and various lenders. The agreement establishes initial term commitments and loans, with proceeds to be used as specified in Section 6.11. The filing details extensive covenants, conditions, and definitions, including an ABL Facility and an ABL Paydown Amount of up to $20,000,000.

  • · The agreement includes an ABL Intercreditor Agreement and an ABL Paydown Amount formula based on borrowing base, outstanding Floor Plan Debt, and minimum Excess Availability.
  • · Affiliated Lender definition excludes Centerbridge and its associated funds.
  • · The agreement specifies a Floor for Adjusted Term SOFR calculations.
  • · The filing includes schedules for Collateral Documents, Guarantors, Litigation, Subsidiaries, Existing Liens, Existing Investments, Existing Indebtedness, and Transactions with Affiliates.
Greenpro Capital Corp. 8-K mixed materiality 6/10

28-09-2026

Greenpro Capital Corp. completed the sale of its F&A Entities (six subsidiaries) to director and shareholder Chen Yanhong for aggregate cash consideration of HK$3,500,000 (approximately US$446,486). The transaction resulted in a reduction of additional paid-in capital of $5,303,075 due to the waiver of intercompany balances. Proceeds will be used for general corporate purposes, including working capital and business development.

  • · The sale was completed on September 28, 2026, following a share sale agreement announced on September 23, 2026.
  • · The F&A Entities will be reported as discontinued operations beginning in the third quarter of 2026.
  • · All intercompany balances between the F&A Entities and the remaining company were waived and released at closing.
  • · The buyer, Chen Yanhong, is a director of four of the six sold entities and holds 14 shares of Greenpro common stock.
Churchill Downs Inc 8-K neutral materiality 7/10

28-09-2026

Churchill Downs Incorporated (CHDN) closed an amended and extended credit facility, extending its revolver and Term Loan A maturity from 2029 to 2031, and issued a new $500 million senior secured Term Loan B due 2033 (2033 TLB) at SOFR plus 175 basis points. The company also issued a conditional redemption notice for its 5.50% Senior Notes due 2027, to be redeemed on October 19, 2026, funded from its revolving credit facility. The refinancing extends maturities and reduces near-term debt obligations, but increases total leverage with the new Term Loan B.

  • · The Credit Agreement Amendment extends the maturity of the existing revolver and Term Loan A from 2029 to 2031.
  • · The 2033 TLB was issued at 99.875% of principal amount, implying a small original issue discount.
  • · Proceeds from the 2033 TLB will be used to repay outstanding Term Loan B loans, revolving loans, transaction fees, and for working capital.
  • · A conditional redemption notice for the 5.50% Senior Notes due 2027 was issued on September 18, 2026, with redemption on October 19, 2026.
  • · The redemption of the 2027 Notes will be funded from the revolving credit facility.
Adeia Inc. 8-K positive materiality 8/10

28-09-2026

Adeia Inc. appointed Dipti Vachani as CEO effective October 12, 2026, succeeding Paul E. Davis, who stepped down to focus on health after 15 years with the company. Vachani brings nearly 30 years of semiconductor industry experience, most recently as SVP/GM of Arm's Automotive Business Unit, and will also join the Board. The outgoing CEO noted the company's 'strengthened balance sheet' and 'growing opportunities' in both media and semiconductor businesses, while the Board highlighted a 'rigorous search process' that selected Vachani for her ability to drive shareholder value.

  • · Vachani's appointment is effective October 12, 2026; she will also join the Board the same day.
  • · Davis announced his intention to step down in May 2026 and will serve in an advisory capacity through year-end.
  • · Vachani served on the board of Axcelis Technologies from 2022 to 2025.
  • · Vachani holds a B.S. in Computer Engineering from Texas A&M and an Executive MBA from UT Austin.
  • · The Board formed a Transition Committee that conducted a rigorous search process.
Humacyte, Inc. 8-K positive materiality 5/10

28-09-2026

Humacyte, Inc. announced the appointment of Scott Coward and Paul Kuznik to its Board of Directors, effective September 28, 2026, to support the commercial launch of its ATEV product in dialysis access. Both appointees bring extensive life science and commercialization experience, with Coward joining the Audit Committee and Kuznik the Commercial Committee. The company continues to advance its Symvess® launch and anticipates a U.S. market launch in dialysis, though the ATEV remains investigational for this indication.

  • · Scott Coward served as EVP, Chief Legal Officer, Chief Administrative Officer and Secretary of Exact Sciences from January 2015 to December 2022, and on its board from December 2022 to March 2026.
  • · Paul Kuznik was CEO of Bolton Medical from 2015 to 2018, which was acquired by Terumo Corporation, and later served as President of Terumo Aortic United States (2019-2020) and Terumo Aortic North America (2020-2023).
  • · The ATEV received FDA approval for the vascular trauma indication in December 2024.
  • · The 6mm ATEV for AV access in hemodialysis was the first product candidate to receive FDA's RMAT designation.
  • · The ATEV received priority designation for vascular trauma treatment by the U.S. Secretary of Defense.
  • · The ATEV for dialysis access is still investigational and not yet FDA-approved.
iQSTEL Inc 8-K mixed materiality 6/10

28-09-2026

IQSTEL Inc. (NASDAQ: IQST) outlined the potential economics of its mobile-first microdrama distribution initiative through IQSTEL Digital, projecting that 300,000 active monthly paid subscriptions could generate $14.4M to $21.6M in annual consumer billings and $1.8M to $3.6M in annualized profit contribution. The company maintains relationships with over 600 telecom operators across 24 countries, reaching approximately 2.3 billion end users, and aims to convert these into recurring digital revenue streams. However, these projections are purely illustrative, based on preliminary assumptions, and do not represent existing subscriptions, contracted revenue, or financial guidance.

  • · IQSTEL maintains relationships with over 600 telecom operators across 24 countries, reaching approximately 2.3 billion end users.
  • · Global microdrama revenue reached approximately $11 billion in 2025 and is expected to grow to approximately $14 billion by end of 2026 (Omdia).
  • · U.S. ReelShort users spent an average of 35.7 minutes per day on the app, compared to 24.8 for Netflix, 26.9 for Amazon Prime Video, and 23.0 for Disney+ (Q4 2025 Sensor Tower).
  • · IQSTEL previously announced an objective to reach a potential audience of approximately 40 million mobile users by Q2 2027 and an illustrative objective of 500,000 gross paying subscriptions by end of 2027.
  • · The 300,000 active subscription figure used in the model represents 60% of the 500,000 gross subscription objective, not actual subscriber data.
  • · The microdrama demo is available at www.microdrama.iqsteldigital.com and is optimized for mobile viewing.
Phio Pharmaceuticals Corp. 8-K neutral materiality 5/10

28-09-2026

Phio Pharmaceuticals held its 2026 Annual Meeting on September 28, 2026, where stockholders elected six directors, ratified Grant Thornton LLP as independent auditor, and approved an amendment to the 2020 Long Term Incentive Plan, increasing available shares by 1,500,000 to a total of 2,452,017. The Plan Amendment was approved with 1,155,945 votes for and 194,070 against, while the auditor ratification passed overwhelmingly with 5,087,608 votes for. All director nominees were elected with votes for ranging from 1,296,890 to 1,347,034, though broker non-votes were substantial (3,823,097) on all director and plan proposals, indicating significant retail shareholder participation.

  • · The Plan Amendment was approved with 1,155,945 votes for, 194,070 against, and 34,468 abstentions, with 3,823,097 broker non-votes.
  • · Auditor ratification received 5,087,608 votes for, 88,779 against, and 31,193 abstentions.
  • · Director election votes ranged from 1,296,890 (Jonathan E. Freeman) to 1,347,034 (R. Todd Plott) for, with broker non-votes of 3,823,097 on each nominee.
  • · The record date for the Annual Meeting was August 4, 2026, with 11,617,250 shares outstanding.
  • · The Plan Amendment became effective upon stockholder approval on September 28, 2026.
SCYNEXIS INC 8-K positive materiality 8/10

28-09-2026

SCYNEXIS announced a BARDA contract providing up to $214 million in non-dilutive funding to advance SCY-247, its second-generation antifungal, through NDA submission for two indications. The initial base period provides approximately $18.5 million to support Phase 2 trials. The company reaffirmed its guidance for SCY-770 and its cash runway into 2029, with no changes expected.

  • · SCY-247 has Orphan, QIDP, and Fast Track designations from the FDA.
  • · Positive Phase 1 data for oral SCY-247 reported in September 2025; IV formulation Phase 1 study completed dosing with analysis ongoing.
  • · Contract may be extended for up to 10 years.
  • · BARDA contract number: 75A50126C00007.
  • · SCY-770 has Orphan Drug designation for ADPKD.
  • · BREXAFEMME® is licensed to GSK.
Archrock, Inc. 8-K neutral materiality 2/10

28-09-2026

Archrock, Inc. disclosed the upcoming retirement of Donna A. Henderson, Vice President and Chief Accounting Officer, effective December 4, 2026. The filing provides no information on a successor or any financial impact, and no financial metrics are included.

F&M BANK CORP 8-K neutral materiality 4/10

28-09-2026

F&M Bank Corp. announced the retirement of Director Michael W. Pugh effective September 24, 2026, due to mandatory retirement age. Concurrently, the Board approved amendments to increase authorized shares under the 2020 Stock Incentive Plan from 200,000 to 500,000 shares and under the 2023 Directors Stock Incentive Plan from 25,000 to 100,000 shares.

  • · Director Michael W. Pugh retired due to mandatory retirement age per company bylaws.
  • · The 2020 Plan share authorization increased by 300,000 shares (150% increase).
  • · The 2023 Plan share authorization increased by 75,000 shares (300% increase).
  • · Amendments were effective September 24, 2026.
NEUROCRINE BIOSCIENCES INC 8-K neutral materiality 5/10

28-09-2026

Neurocrine Biosciences appointed Dr. Eiry W. Roberts as Chief Medical Officer effective September 28, 2026, succeeding Dr. Sanjay Keswani, whose service ended by mutual agreement on September 25, 2026. Dr. Roberts will receive an annual base salary of $825,000, a 60% target cash bonus, and equity grants totaling approximately $1.25 million (options, RSUs, and PSUs). The departure of the prior CMO and the new appointment represent a leadership transition in a key executive role.

  • · Dr. Keswani is entitled to severance benefits under the Company's Executive Severance Plan (Section 4.1) effective February 7, 2025.
  • · The equity grants for Dr. Roberts will be granted two business days after the filing of the first quarterly report (Form 10-Q) following the Transition Date, provided she remains employed.
  • · Dr. Roberts' Employment Agreement amends and restates her prior agreement dated May 30, 2025, as amended on November 21, 2025.
Asana, Inc. 8-K positive materiality 6/10

28-09-2026

Asana announced Dan Rogers as Board Chair (in addition to CEO), and appointed Jerry Ting and Tom Berquist as Directors, effective September 25, 2026. Co-founder Dustin Moskovitz stepped down as Chair but remains a Director and intends to maintain his shareholdings. The new directors bring AI and enterprise software expertise as Asana advances its multi-product strategy with Agentic Work Management.

  • · Dustin Moskovitz has served as Board Chair since 2019 and will remain on the Board as a Director.
  • · Krista Anderson-Copperman will remain Lead Independent Director.
  • · Jerry Ting founded Evisort in 2016 and scaled it into a category leader before Workday acquired it in 2024.
  • · Tom Berquist has nearly 20 years of executive leadership across enterprise software and a decade as Managing Director of Software Equity Research at Citigroup, Goldman Sachs, and Piper Sandler.
  • · Tom Berquist currently serves on the Board of Directors of Qualys, Inc. where he chairs the Audit Committee.
OPENLANE, Inc. 8-K positive materiality 6/10

28-09-2026

OPENLANE, Inc. (KAR) subsidiaries extended two key receivables purchase facilities, pushing the termination date from January 31, 2028 to January 31, 2030. The amendments involve AFC and AFC Funding with a syndicate of lenders, and AFCI with Canadian lenders. This extension provides the company with longer-term financing stability for its wholesale vehicle financing operations.

  • · The U.S. facility involves a syndicate of 14 lenders and agents.
  • · The Canadian facility involves a trust structure (AFCI Funding Trust) borrowing from lender groups.
  • · The amendments were executed on September 25, 2026, and the 8-K was filed on September 28, 2026.
  • · Full text of the amendments will be filed as exhibits to the company's Q3 2026 10-Q.
Workhorse Group Inc. 8-K neutral materiality 6/10

28-09-2026

Workhorse Group Inc. adopted a Value Creation Incentive Plan (VCIP) on September 22, 2026, and granted performance awards to CEO Scott Griffith ($15M target) and CFO Jody Davis ($6.5M target) with a five-year performance period ending September 30, 2031. The awards are tied to four milestones: annualized GAAP revenue ≥$75M (15% of award), positive gross margin (20%), positive operating cash flow (25%), and enterprise equity value ≥$500M market cap (40%). The plan aims to incentivize long-term value creation, but the company explicitly states these targets are not predictions or guidance of future performance.

  • · Performance period for awards: October 1, 2026 to September 30, 2031 (5 years).
  • · Awards may be paid in cash or, at the Committee's election, in shares of common stock.
  • · Achievement of each performance goal is independent; above-target achievement on one goal does not increase payout for that goal or affect others.
  • · Company explicitly states performance targets are not predictions or guidance of future performance.
TELEDYNE TECHNOLOGIES INC 8-K neutral materiality 5/10

28-09-2026

Teledyne Technologies announced the planned retirement of Vice Chairman Jason VanWees, effective February 1, 2027, and the appointment of Mary Grace DeForest as Corporate Vice President of Investor Relations and Mergers and Acquisitions, effective November 1, 2026. VanWees led 75 acquisitions totaling $12.8 billion in cumulative consideration, contributing to a compound annual shareholder return exceeding 17% over nearly 27 years. DeForest, currently SVP and GM of Teledyne Microwave, brings strong operational and financial background to the role.

  • · Jason VanWees joined Teledyne prior to the company's spin-off in 1999 and was named Vice Chairman in 2021.
  • · Mary Grace DeForest joined Teledyne in 2011 as a Manufacturing Engineer and holds degrees from Carnegie Mellon University, Stanford University, and Harvard University.
  • · VanWees' retirement and DeForest's appointment overlap to ensure continuity.
PETMED EXPRESS INC 8-K neutral materiality 4/10

28-09-2026

PetMed Express (PETS) filed an 8-K disclosing that its Board approved an amendment to the 2024 Inducement Incentive Plan on September 27, 2026, increasing the shares reserved by 500,000 to a total of 850,000 shares. The increase is specifically tied to a compensation grant of 250,000 restricted shares and 250,000 performance share units for incoming CEO Jeffrey Allen Willard, who starts on September 28, 2026. The plan is designed to comply with Nasdaq inducement award rules and is restricted to new hires.

  • · The amendment was adopted by amending and restating the plan effective September 27, 2026.
  • · No other changes were made to the original Inducement Plan besides the share increase.
  • · The plan allows grants of restricted stock, restricted stock units, performance share units, non-statutory stock options, and stock appreciation rights.
  • · Awards are limited to individuals not previously employed by the company, as an inducement to join, per Nasdaq rules.
  • · The Amended and Restated Inducement Plan is attached as Exhibit 10.1 to the filing.
Gain Therapeutics, Inc. 8-K neutral materiality 5/10

28-09-2026

Gain Therapeutics, Inc. announced the resignation of Gianluca Fuggetta as Senior Vice President of Finance, principal financial officer, and principal accounting officer, effective September 30, 2026, to pursue other opportunities. The board appointed current President and CEO Gene Mack as interim CFO, effective October 1, 2026, with no changes to his compensation or other terms. The company is conducting a search for a permanent replacement.

  • · Resignation effective September 30, 2026; interim CFO appointment effective October 1, 2026.
  • · Gene Mack will continue as President and CEO while serving as interim CFO.
  • · No changes to Mr. Mack's compensatory or other material terms of employment.
  • · No family relationships or reportable transactions under Item 404(a) involving Mr. Mack.
Wintergreen Acquisition Corp. 8-K neutral materiality 5/10

28-09-2026

Wintergreen Acquisition Corp. issued an unsecured promissory note of $184,635 to MACRO DREAM Holdings Limited to fund a one-month extension of its business combination deadline from September 30, 2026 to October 30, 2026. The note bears no interest and is convertible into units at $10.00 per unit upon a business combination, but is subject to a $1,500,000 aggregate conversion cap. If no business combination occurs by the extended deadline, the note will be forgiven and the payee waives all claims against the trust account.

  • · The note is unsecured and bears no interest.
  • · Conversion units will be identical to placement units issued in the private placement that closed simultaneously with the IPO.
  • · No fractional units will be issued; cash will be paid in lieu of fractional units.
  • · The payee waives all claims against the trust account; if no business combination occurs, the note is forgiven.
  • · The note cannot be assigned without the maker's consent before a business combination.
  • · Events of default include failure to pay within 5 business days and voluntary bankruptcy/insolvency proceedings.
GRAPHIC PACKAGING HOLDING CO 8-K neutral materiality 3/10

28-09-2026

Graphic Packaging Holding Company (GPK) announced the appointment of Aditya Gandhi as Vice President and Chief Accounting Officer, effective September 28, 2026. Gandhi brings over 20 years of public-company accounting and packaging industry experience from roles at AptarGroup, Sonoco Products, WestRock, GE, and Deloitte. The appointment fills a key finance leadership role as the company continues to focus on performance and value creation.

  • · Gandhi spent nearly five years at Sonoco Products Company, including nearly four as Chief Accounting Officer
  • · He held senior roles at WestRock, including Segment Controller for its Consumer Packaging business
  • · Earlier career included a senior technical accounting role at GE and more than a decade with Deloitte, including senior roles in the firm's National Office and London
  • · Gandhi holds a bachelor's degree in commerce from the University of Mumbai and is a Certified Public Accountant
MCCORMICK & CO INC 8-K neutral materiality 5/10

28-09-2026

McCormick & Company dismissed Ernst & Young (EY) as its independent auditor and engaged KPMG LLP, effective upon filing its FY2026 10-K, due to EY's anticipated independence issues following the closing of the company's acquisition of Unilever's foods business (announced March 31, 2026). There were no disagreements or reportable events between McCormick and EY in the past two fiscal years. The change is a routine procedural step tied to the pending acquisition, not a sign of accounting disputes.

  • · EY's audit reports for FY2024 and FY2025 were unqualified (no adverse opinion, disclaimer, or modification).
  • · No disagreements or reportable events occurred between McCormick and EY during FY2024, FY2025, or the subsequent interim period.
  • · KPMG's engagement is for the fiscal year ending November 30, 2027, effective upon EY's dismissal after the FY2026 10-K filing.
  • · McCormick did not consult KPMG on any accounting or auditing matters prior to engagement.
Klotho Neurosciences, Inc. 8-K neutral materiality 7/10

28-09-2026

Greenland Mines Ltd. (formerly Klotho Neurosciences, Inc.) entered into a securities purchase agreement with institutional investors to sell 1,320,000 shares of common stock in a direct registered offering, expecting net proceeds of approximately $17.2 million. The company also terminated its August 24, 2026 Sales Agreement with A.G.P./Alliance Global Partners, under which $1,388,827.04 of common shares had been sold. The offering is expected to close on September 29, 2026, with proceeds intended for mining operations, general corporate uses, and working capital.

  • · The company changed its name from Klotho Neurosciences, Inc. to Greenland Mines Ltd. on October 1, 2024.
  • · The offering is conducted under an effective S-3 registration statement (File No. 333-288533) filed July 7, 2025 and declared effective July 25, 2025.
  • · The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification obligations, and termination provisions.
  • · The company is an emerging growth company and has elected not to use the extended transition period for complying with new financial accounting standards.
  • · The legal opinion regarding the validity of the securities was provided by Cyruli Shanks & Zizmor, LLP.
Jasper Therapeutics, Inc. 8-K neutral materiality 5/10

28-09-2026

Jasper Therapeutics announced the resignation of CFO Herb Cross, effective October 9, 2026, to pursue other professional endeavors. The company appointed President and CEO Jeet Mahal as interim Principal Financial Officer, VP Finance Rick Ruiz as interim Principal Accounting Officer, and COO Matthew Ros as interim Corporate Secretary. Ruiz will retain his $364,000 annual base salary and equity eligibility but received no additional equity for the promotion.

  • · Herb Cross's resignation is effective October 9, 2026.
  • · Rick Ruiz, age 62, joined Jasper Therapeutics in 2024 as VP Finance.
  • · Ruiz has over 25 years of experience and is a CPA (inactive) in California.
  • · No family relationships exist between Ruiz and any director or executive officer.
  • · No arrangements or understandings exist regarding Ruiz's appointment as interim PAO.
Azitra, Inc. 8-K neutral materiality 5/10

28-09-2026

Azitra, Inc. entered into a Sales Agreement with A.G.P./Alliance Global Partners on September 28, 2026, to sell up to $3,503,232 of its common stock in at-the-market offerings. The company will pay A.G.P. a 3.0% cash fee on gross proceeds and intends to use net proceeds for working capital and general corporate purposes. No sales have occurred yet, and the company has no obligation to sell any shares.

  • · The Sales Agreement may be terminated by either party at any time.
  • · The offering is made under an effective S-3 registration statement (File No. 333-280648) declared effective on July 8, 2024.
  • · A.G.P. will use commercially reasonable efforts to sell shares but is not obligated to purchase any shares.
  • · The company has agreed to reimburse A.G.P. for certain specified expenses.
StandardAero, Inc. 8-K neutral materiality 5/10

28-09-2026

StandardAero, Inc. disclosed that COO Kimberly Ernzen is stepping down effective September 28, 2026, but will remain employed through year-end to assist with leadership transition. The terms of a transition agreement have not yet been finalized. No successor is named in the filing, and no severance or compensation details are provided.

  • · Ms. Ernzen's departure is effective September 28, 2026.
  • · She will remain employed until December 31, 2026 to support leadership transition.
  • · No successor or interim COO has been announced.
  • · Transition agreement terms are not yet determined.
U S PHYSICAL THERAPY INC /NV 8-K neutral materiality 3/10

28-09-2026

U.S. Physical Therapy, Inc. (USPH) has filed an 8-K disclosing its entry into a standard ISDA 2002 Master Agreement with Bank of America, N.A., dated April 26, 2022. This agreement governs future derivative transactions (swaps) between the parties. The filing is a routine disclosure of a material agreement and does not indicate any specific transaction, default, or change in the company's financial condition.

  • · The agreement was originally dated April 26, 2022, but was disclosed via an 8-K filing on September 28, 2026.
  • · The filing is categorized under Items 1.01 (Entry into a Material Agreement), 2.03, and 9.01.
  • · The agreement is a standard form contract for over-the-counter derivatives, not a specific transaction.
BRILLIANT N.E.V. CORP. 8-K negative materiality 7/10

28-09-2026

Origin Tea Inc. (formerly Brilliant N.E.V. Corp.) dismissed its independent auditor, Boladale Lawal & Co., and engaged TQ International, PLLC as its new auditor, effective September 22, 2026. The auditor change was not due to any disagreements or reportable events, though Boladale's prior audit reports included an explanatory paragraph about substantial doubt regarding the company's ability to continue as a going concern. The change highlights ongoing risks related to the company's financial viability.

  • · Former auditor Boladale's reports for the fiscal years ended July 31, 2025 and 2024 included explanatory language regarding substantial doubt about the company's ability to continue as a going concern.
  • · No disagreements or reportable events occurred between the company and Boladale during the relevant periods.
  • · The new auditor TQI was engaged to audit the financial statements for the fiscal year ended July 31, 2026.
  • · The company is now named Origin Tea Inc., having changed its name from Brilliant N.E.V. Corp.

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