US Material Events SEC 8-K Filings — October 23, 2026

23-10-2026

Expion Energy, Inc. (XPON) amended and restated its August 21, 2026 private placement, under which it had sold $9,000,000 of 8% Convertible Debentures and warrants for 2,117,219 common shares. The debentures, originally convertible into Series A-1 Preferred Stock subject to stockholder approval, are now convertible directly into common stock at $4.25 per share, and the Purchasers' option to buy additional securities has shifted from $91,000,000 of AIR Preferred Stock to $91,000,000 of AIR Convertible Debentures. The lead purchaser, Five Narrow Lane, LP, is affiliated with former CEO and Chairman Joseph Hammer, and the deal was approved by disinterested directors.

• · The conversion price floor is $0.72 per share (20% of the Nasdaq Minimum Price), and the Company can satisfy floor-related conversions by issuing shares at the floor with a cash payment or principal add-back for the difference.
• · Anti-dilution protection reduces the conversion price on any issuance below the then-applicable price, and Additional Investment Right issuances are expressly not exempt and could trigger it.
• · Interest may be paid in common stock at the lesser of the conversion price or 90% of the average of the three lowest VWAPs in the prior five trading days, subject to equity conditions.
• · The debentures are unsecured obligations that mature three years after issuance, cannot be prepaid without holder consent, and accelerate on certain events of default.
• · Negative covenants restricting additional debt, liens, cash dividends and equity repurchases apply while at least $2.25M of principal remains outstanding.
• · Subsequent AIR Convertible Debentures beyond the first $10M are priced at the lower of the base conversion price or 90% of the three lowest VWAPs in the five days before exercise, and carry no Floor Price adjustment mechanism.

23-10-2026

Premier Air Charter Holdings Inc. (PREM) disclosed that CFO Matt Aune resigned effective immediately on October 19, 2026, for personal reasons, with no disagreement with the company and no severance; his unvested option for 1,500,000 shares was forfeited. CEO Sandra J. Bonar was designated interim principal financial officer and principal accounting officer effective October 20, 2026, without additional compensation, while the company searches for a permanent CFO. The filing contains no quantitative financial performance data.

• · Aune's resignation was effective immediately and was not the result of any disagreement with the company on operations, policies, or practices
• · Bonar is the son-in-law relationship link: Ross David Gourdie, President, Secretary and Treasurer, is Bonar's son-in-law, and Bonar is the company's principal stockholder through TIPP Investments LLC
• · Bonar previously served as principal financial officer and principal accounting officer before Aune's June 2026 appointment and was Chairman of the Board from March to May 2025
• · The filing discloses no related-party transactions requiring Item 404(a) reporting beyond those previously disclosed in the FY2025 10-K

23-10-2026

Workday, Inc. entered into an underwriting agreement on October 21, 2026 and completed the sale of $2.5 billion in aggregate principal amount of senior unsecured notes across four tranches maturing in 2029, 2031, 2033, and 2036, with coupons ranging from 5.700% to 6.500%. Estimated net proceeds of approximately $2.47 billion are earmarked primarily to redeem or retire the $1.0 billion 3.500% notes due April 1, 2027, with any remainder for general corporate purposes. The filing is a routine refinancing and liability-management disclosure; it reports no change to operating results.

• · Notes are senior unsecured and rank equally with all existing and future unsecured, unsubordinated indebtedness of Workday.
• · Interest is payable semi-annually on April 23 and October 23, commencing April 23, 2027.
• · Change of control triggering event requires an offer to repurchase at 101% of principal plus accrued interest.
• · Indenture includes limited covenants restricting liens and sale-and-lease-back transactions by Workday and its restricted subsidiaries.
• · Notes were issued under an effective Form S-3 shelf registration (No. 333-296348) filed May 29, 2026.
• · Base Indenture dated April 1, 2022 with U.S. Bank Trust Company, National Association as trustee.

23-10-2026

AB Commercial Real Estate Private Debt Fund, LLC disclosed that directors Peter Gordon, Marguerite Brogan and Edward Gellert resigned from the Board effective October 23, 2026, with Clark Coffee, Mark Manley and Alexander Chaloff appointed as new Directors effective the same date. CEO Peter Gordon and CFO Marguerite Brogan also resigned, with Clark Coffee named CEO and Shane McGrogan named CFO, all effective October 23, 2026. The filing states the resignations were not due to any disagreement with the Fund on operations, policies, practices, financial disclosures, accounting or legal matters.

• · The Fund's Board and executive leadership are being largely replaced by AllianceBernstein personnel, with the incoming CEO, General Counsel and a CIO all drawn from AB's real estate debt and legal functions.
• · Shane McGrogan, the incoming CFO, joined AB in 2017 and is a CFA charterholder responsible for cash-management, accounting, operations and portfolio analytics.
• · Mark Manley previously served as AB's Chief Compliance Officer from 1988 until 2021 and has been with AB since 1984.
• · Fund is an emerging growth company per cover page checkbox.
• · No family relationships or Item 404(a) related-party transactions were disclosed for the incoming directors and officers.

23-10-2026

Alpine Income Property Trust, Inc. (PINE-PA) filed Articles Supplementary with the Maryland State Department of Assessments and Taxation, classifying and designating 189,747 additional shares of authorized but unissued preferred stock as 8.00% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share. After the increase, the company is authorized to issue 3,948,081 shares of Series A Preferred Stock. The filing is a governance and capital-structure action with no stated financing proceeds, pricing, or counterparty; the articles are effective upon Department acceptance.

• · The Board of Directors acted under authority in Article VI of the company charter, and the articles were approved in the manner required by law.
• · The articles are effective when the Maryland Department accepts them for record.
• · The officers certified the filing under penalty of perjury, a standard formality for Maryland articles.
• · Filing items 1.01, 5.03, 8.01 and 9.01 are referenced in metadata; the exhibit itself contains no detail on any material agreement, offering terms, or proceeds.

23-10-2026

Traws Pharma, Inc. (Nasdaq: TRAW) entered into a Common Stock Purchase Agreement and related Registration Rights Agreement with Roth Principal Investments, LLC on October 23, 2026, giving the Company the discretionary right to sell up to $50,000,000 of newly issued common stock over a 36-month period following SEC effectiveness of a resale registration statement. The facility carries a $0.10 Threshold Price floor and purchases are priced at a fixed 6.0% discount to VWAP (or 6.0% below closing price for Block Purchases), with no obligation for the Company to sell any shares. The filing discloses dilution-driven equity financing, which is a potential negative for existing shareholders, though the discretionary nature offers flexibility.

• · Purchase rights are gated by a Commencement condition requiring SEC effectiveness of a resale registration statement that the Company agreed to file under the Registration Rights Agreement
• · Purchases may not be initiated while the Company holds material non-public information or during specified blackout periods
• · Multiple purchase mechanics are available: Market Open, Intraday, Pre-Market, Post-Market and Block Purchases, each with distinct timing windows and volume caps
• · Block Purchases require Roth's prior written consent on the applicable Purchase Date

23-10-2026

Tessera Defense and Homeland Security Inc. (NYSE American: HLSQ, formerly BiomX Inc.) issued 5,332,617 restricted shares to Mandragola Ltd. upon cashless warrant exercises tied to its 2026 acquisition of a 60% interest in Dr. Frucht Systems Ltd., and stockholders approved an increase of 5,315,000 shares (to 6,000,000) in the 2026 Equity Incentive Plan at a Special Meeting held October 20, 2026. Shares outstanding stood at 25,995,794 as of October 23, 2026, a substantial increase from the 9,026,478 shares entitled to vote at the October 5 record date, reflecting dilution from warrant exercises. Proposal 1 passed with 3,540,463 votes for, 187,380 against, and 591 abstaining, while the CEO and CFO equity awards are no longer conditioned on stockholder approval.

• · DFSL Warrant issued April 13, 2026 is a five-year cashless warrant with a $0.10 per share floor (as adjusted) and a 9.99% beneficial ownership limit
• · Shares were issued under Section 4(a)(2) and are restricted securities under Rule 144
• · One-for-ten reverse stock split was effected September 9, 2026
• · Proposal 2 (adjournment) was not needed because Proposal 1 passed
• · Votes against and abstentions on Proposal 1 were a small fraction of votes for, but the ~5.3M warrant share issuance materially increased outstanding shares
• · Filing reports CEO and CFO equity awards previously conditioned on stockholder approval are now effective

23-10-2026

Jewett-Cameron Trading Company Ltd. (JCTC) disclosed that its wholly-owned subsidiary JC USA Inc. entered into a Purchase and Sale Agreement on October 19, 2026 to sell surplus seed property at 31345 NW Beach Rd., Hillsboro, Oregon to Washington County for $5,900,000. The buyer has posted $200,000 in earnest money and faces a 180-day due diligence period plus board approval, with closing subject to conditions and potential extensions. The filing is a disposition of an asset rather than an acquisition, and no termination or closing has yet occurred.

• · Buyer is Washington County, a political subdivision of the State of Oregon; sale is subject to approval by the Washington County Board of Commissioners
• · Earnest money converts to non-refundable cash under certain circumstances; it is refundable if Buyer terminates during the initial 180-day due diligence period
• · If Buyer fails to close through no fault of Seller, Seller may retain the earnest money as liquidated damages; if Seller fails to close, Buyer may terminate with refund, seek specific performance
• · Proceeds will first reduce any amounts outstanding under the Northrim Funding Services credit facility, though the facility currently has no outstanding balance
• · The full Purchase Agreement will be filed as an exhibit to the Form 10-K for fiscal year ended August 31, 2026

23-10-2026

Edgemode, Inc. (EDGM) entered into a Securities Purchase Agreement dated October 14, 2026 with Vanquish Funding Group Inc., under which the Company issues a promissory note with an aggregate principal amount of $159,600.00, including $26,600.00 of Original Issue Discount, with closing expected on or about October 15, 2026. The agreement is structured under a private placement exemption and includes standard buyer representations, company capitalization disclosures (4,791,424,217 shares outstanding of 56,000,000,000 authorized), and representations regarding SEC reporting compliance and the absence of material adverse changes since June 30, 2026. The excerpt provided does not show the note's conversion terms, interest rate, or maturity, so the economic terms beyond the principal and OID cannot be assessed.

• · Note issued under Section 4(a)(2)/Regulation D-type private placement exemption; Buyer represented as accredited investor
• · Buyer may convert the note into common stock; Conversion Shares are unregistered and subject to restrictive legends
• · Non-removal of legend by the Company at the Deadline is an Event of Default under Section 3.2 of the Note
• · Company represents no material nonpublic information was disclosed to Buyer and no integration with other offerings
• · Company is a Nevada corporation headquartered at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301
• · Closing date set for 12:00 noon EST on or about October 15, 2026, subject to conditions in Sections 6 and 7

23-10-2026

Red Cat Holdings announced a proposed voluntary public purchase offer to acquire all outstanding shares of Austrian engine maker Steyr Motors AG at EUR 39.00 per share in cash, supported by anchor shareholder B&C Holding Österreich GmbH, which holds about 15% of share capital and has given an irrevocable undertaking to tender. The offer is a 27.3% premium to the 30-day VWAP and 28.9% above the October 16, 2026 close, and is subject to regulatory approvals in Austria, Italy, Australia and the UK plus a 50% plus one share minimum acceptance threshold; the acceptance period is expected to end December 18, 2026 at 5:00 p.m. CET. No completion timeline is guaranteed, and the filing expressly warns the transaction may not close.

• · Steyr Motors had non-binding discussions with Red Cat that were discontinued in July 2026 before being resumed.
• · Red Cat plans to maintain Steyr Motors' headquarters, manufacturing and R&D in Austria and keep its customer-agnostic engine business.
• · Shareholders are advised to tender several days before the December 18, 2026 deadline because custodian bank processing can take days.
• · The offer is structured through a wholly owned Red Cat subsidiary and the offer document will be published in German with a non-binding English translation.
• · Steyr Motors' CEO stated he intends to tender his own shares into the offer; the Supervisory Board views the potential transaction favorably subject to review of offer terms.

23-10-2026

Evernorth Holdings Inc. entered into a Common Stock Purchase Agreement with CF Principal Investments LLC (Cantor) establishing a committed equity facility under which the company may sell up to 5,218,935 newly issued Class A shares over roughly 14 months, subject to a 97% VWAP purchase price, a $1.00 threshold price, and a 4.99% beneficial ownership cap. The company paid or owes an upfront commitment fee of $521,893.50 (1.0% of the Total Commitment at $10.00 per share), subject to a true-up capped at $1,000,000 in aggregate fees, and additional expense reimbursements and a $200,000 fee to StoneX Financial as qualified independent underwriter. The facility is dilutive to existing shareholders and carries execution-dependent proceeds, so its net economic effect will depend on share prices and the timing of sales.

• · Purchase facility terminates automatically on the earliest of 14 months, full purchase of the Total Commitment, delisting from Nasdaq, or bankruptcy/insolvency proceedings
• · Cantor may terminate upon events including a material adverse effect, fundamental transaction, uncured registration rights breach, lapse of the resale registration for over 45 consecutive trading days or 90 trading days in any 365-day period, or trading suspension
• · Company may terminate at no cost after Commencement on three trading days' notice, provided fees are paid, and may switch to an S-3 at-the-market offering through Cantor Fitzgerald & Co., with a partial fee credit up to 75%
• · Threshold Price is the greater of $1.00, 90% of prior closing price, or a higher price specified by the company; purchases are reduced for periods below this price
• · Purchase Agreement prohibits certain variable rate transactions, subject to exceptions

23-10-2026

Azio AI Holdings, Inc. (as Borrower) and Azio Corporation (as Lender) entered into a Revolving Credit Facility Agreement dated October 21, 2026, establishing a revolving loan commitment of $2,300,000.00, inclusive of $2,225,000.00 in Prior Advances already provided by the Lender. The facility carries an 8.5% per annum simple interest rate, has a one-year maturity (first Business Day after the one-year anniversary of the Effective Date), and no principal or interest payments are due before maturity. The excerpt provided is limited to the agreement's definitions, loan facility terms, and interest provisions; the representations, events of default, and remaining covenants were not included in the excerpt.

• · Borrower is a Delaware corporation; Lender is a California corporation, indicating a related-party or intercompany-style financing structure given the shared 'Azio' name.
• · Interest accrues on Prior Advances from the Effective Date rather than their actual funding dates.
• · Lender may, in its sole discretion and with prior written consent, fund Loans exceeding the Loan Commitment without obligation to do so again.
• · Loan proceeds are for working capital and such other uses as determined by Borrower's Board of Directors.

23-10-2026

Zai Lab furnished an October 2026 corporate presentation (Exhibit 99.1) highlighting ESMO 2026 data for its DLL3-targeted ADC zocilurtatug pelitecan (zoci, ZL-1310) in small cell lung cancer (SCLC) and neuroendocrine carcinoma (NEC). In 1L ES-SCLC, zoci 1.6 mg/kg plus atezolizumab showed an 81.8% ORR (27 of 33 patients, all partial responses, no complete responses) with a preliminary median DoR not reached and a 6-month PFS rate of 81.9% at a median follow-up of 4.6 months; however, 2 patients (6.1%) had progressive disease, 2 had stable disease, and the data are early, with 25 of 33 patients still on treatment and safety data described as preliminary. Grade ≥3 treatment-related AEs were 9.1% in the 1.6 mg/kg doublet arm, while the triplet with carboplatin was not selected as the go-forward combination.

• · Zoci 1.2 mg/kg + atezolizumab: 80% ORR (8 of 10 PR, 2 SD), with 50% Grade ≥3 AEs overall in that arm
• · Triplet cohorts (zoci + atezolizumab + carboplatin, n=13) were not selected as the go-forward combination; the doublet was chosen
• · Among 1L SCLC, 0 complete responses were observed in the doublet cohorts
• · Grade ≥3 AEs overall in 1.6 mg/kg doublet arm were 21.2% (7 of 33), with 9.1% related to zoci
• · Drug interruptions occurred in 27.3% of 1.6 mg/kg doublet patients; 1 discontinuation in the 1.2 mg/kg arm
• · Company describes safety data as preliminary due to ongoing dose expansion and data cleaning
• · Trial data cutoff was September 9, 2026; minimum 12-week follow-up required for inclusion

23-10-2026

Zymeworks (Nasdaq: ZYME) entered into an exclusive global license and collaboration agreement with Roche for ZW209, a DLL3-targeting trispecific T cell engager, under which Zymeworks receives a $55 million upfront payment and a $40 million payment upon initiation of the Phase 1b trial, plus up to $718 million in development, commercial and sales-based milestones and tiered high-single-digit to mid-teen royalties on net sales. Roche will fund the Phase 1a monotherapy trial and take over global development and commercialization; the deal is subject to HSR waiting-period expiry and other customary closing conditions. The filing does not disclose any negative or flat financial metrics, so the tone is positive, though the economics are contingent on milestones, approvals and closing.

• · ZW209 has U.S. FDA IND clearance; additional global regulatory applications are planned to open clinical sites outside the U.S.
• · ZW209 targets DLL3 and engages CD3 and CD28, with conditional CD28 co-stimulation intended to prevent unintended T cell activation
• · Target indications include small cell lung cancer and other DLL3-expressing neuroendocrine tumors
• · Zymeworks is also eligible for milestone and royalty economics in its licensed-asset portfolio; a conference call is scheduled for October 27, 2026 at 8:30 am ET

23-10-2026

Lunai Bioworks Inc. (Nasdaq: LNAI) received a Nasdaq Listing Qualifications letter on October 21, 2026 stating it no longer complies with Listing Rule 5550(b)(1), which requires minimum stockholders' equity of $2.5 million, after reporting a stockholders' deficit of $(9,024,946) in its FY2026 Form 10-K (fiscal year ended June 30, 2026). Rather than contest the determination, the Board approved voluntary delisting on October 22, 2026, with trading expected to be suspended on October 30, 2026 and delisting effective around November 12, 2026. The company does not intend to arrange over-the-counter quotation, so a trading market may not exist after Nasdaq suspension.

• · Company is subject to a mandatory Hearings Panel Monitor under Nasdaq Listing Rule 5815(d)(4)(B), which led Nasdaq staff to determine delisting
• · Company will not request a hearing and will not pursue OTC quotation for its common stock
• · Form 25 expected to be filed on or about November 2, 2026; Form 15 to suspend SEC reporting to follow, to the extent eligible
• · SEC reporting obligations continue unless and until terminated or suspended under SEC rules

23-10-2026

Powerus Corporation (filing header and signature reference the registrant as Powerus Corporation, trading as PUSA on Nasdaq, while the user referenced Aureus Greenway Holdings Inc (AGH); the filing itself does not mention AGH) entered into an employment agreement on October 17, 2026 with Leah Lunger, a Certified Public Accountant, to serve as Chief Accounting Officer, with a start date of November 16, 2026. Her base salary is $235,000, plus target annual incentive eligibility, a grant of 150,000 non-qualified stock options and 50,000 restricted stock units vesting quarterly over four years, and three months of base salary as severance if terminated without cause. No departure or dissolution of existing officers is disclosed in this filing.

• · Ms. Lunger, age 36, previously served at Red Cat Holdings as CFO (2024-2025), VP of Finance (2023-2024) and Corporate Controller (2020-2023)
• · Prior to Red Cat, Ms. Lunger was Controller of Fat Shark Holdings (2017-2020), later acquired by Red Cat
• · Ms. Lunger has no family relationships with directors or executive officers and no Item 404(a) related-party interests
• · Employment agreement filed as Exhibit 10.1; Cover Page XBRL filed as Exhibit 104
• · Filing references Nasdaq-listed common stock, par value $0.001, under symbol PUSA; company is an emerging growth company

23-10-2026

Retension Pharmaceuticals, Inc. appointed Robert Wong as Vice President, Chief Accounting Officer (Principal Accounting Officer), effective November 2, 2026, under an offer letter dated October 12, 2026. The package includes a $360,000 base salary, a 30% target bonus, a $20,000 sign-on bonus, and an option to purchase 25,000 shares, with no mixed or negative financial performance metrics reported in this filing.

• · Mr. Wong reports to the Chief Financial Officer and will be an Section 16 officer upon Board designation
• · Severance plan participation becomes effective only upon completion of a public or private capital raise of at least $15.0 million
• · Option award is subject to Board approval per the offer letter
• · Role is remote and Mr. Wong is a certified public accountant with prior roles at Cytokinetics (2019-2024) and Genentech (1996-2019)

23-10-2026

BrooQLy Inc. (BRQL) filed an 8-K with Exhibit 10.1, a Subordinated Secured Promissory Note issued by its subsidiary-level counterpart Dynamic Aerospace Systems Corporation (Nevada; Ann Arbor, MI) to Jeff Hail, an individual lender (signed by CEO Kent Wilson and Hail on October 16, 2026, effective September 30, 2026). The $35,581.67 principal consolidates $30,506.67 of net prior cash advances plus a $5,075.00 one-time pre-effective-date interest adjustment, bears 18% simple interest, and matures on the earlier of December 31, 2026 or the Uplisting Payment Date. The note is secured by a lien on all personal property and is expressly subordinated to Platinum Point Capital LLC (Senior Creditor).

• · Maturity is December 31, 2026, or the Uplisting Payment Date if an Uplisting Event occurs by that date; the Uplisting Payment Date is closing and receipt of net offering proceeds, or the 5th business day after listing if no offering is done.
• · Borrower may pay monthly interest starting October 30, 2026, or defer interest to a lump sum at maturity; prepayment is permitted without penalty.
• · Payments to the lender are subordinated to Platinum Point Capital LLC, and any payments received in violation must be turned over to the Senior Creditor; the lender cannot accelerate or enforce without Senior Creditor consent.
• · Lender's security interest is junior to Senior Liens; the note is governed by Nevada law with exclusive Nevada venue.
• · Related-party transaction: the lender is an individual counterparty, and the filing states the note was approved by disinterested directors or the Audit Committee with the lender abstaining.
• · Note references an Amended and Restated Loan Agreement dated October 16, 2026 and a Subordinated Secured Revolving Line of Credit Agreement dated September 30, 2026, both remaining in effect.

23-10-2026

Limitless X Holdings Inc. filed a Certificate of Amendment (Exhibit 3.1) reducing the number of shares designated as Class B Convertible Preferred Stock from 11,000,000 to 1,500,000, a decrease of 9,500,000 shares that return to authorized but unissued preferred stock. The Board approved the amendment by unanimous written consent dated October 13, 2026, and the certificate was executed by CEO Jaspreet Mathur on October 19, 2026. The amendment is effective upon filing and, per the Board, does not alter rights of the 1,081,356 outstanding Class B shares, which remain above the new cap.

• · Board approved the amendment by unanimous written consent dated October 13, 2026, under Article IV of the A&R Certificate and Section 151(g) of the DGCL.
• · The Board determined no Class B holder consent was required because the decrease affects only authorized but unissued shares and is not adverse to Class B holders.
• · Outstanding Class B shares (1,081,356) remain below the new 1,500,000 designation, leaving roughly 418,644 undesignated-but-unissued Class B headroom.
• · The Class B Certificate of Designation was originally filed October 23, 2023.

23-10-2026

UY Scuti Acquisition Corp. (UYSCU), a Cayman Islands SPAC, issued a $900,000 non-interest-bearing promissory note to Isdera HK Limited, dated October 22, 2026. The funds were deposited into the SPAC's trust account in two $450,000 tranches (June 30, 2026 and September 30, 2026) and constitute loans payable upon consummation of a business combination. The note is convertible at the payee's option into units at $10.00 each, but conversion is prohibited if the holder becomes a subsidiary of Isdera Inc (PubCo) at closing, in which case the principal is to be settled in cash, intercompany set-off, or another mechanism.

• · Note is payable only upon consummation of a business combination; no personal liability for officers, directors, employees, or shareholders of the Maker
• · Payee waived all claims against the trust account for any distribution (Section 12)
• · If the Holder becomes a subsidiary of PubCo at Closing, conversion rights are void unless assigned to a non-subsidiary entity before Closing
• · Note is governed by Cayman Islands law and is subject to securities law transfer restrictions
• · Filing references Items 1.01 (material agreement), 2.03 (creation of direct financial obligation), and 9.01 (financial statements and exhibits)

23-10-2026

Inflection Point Acquisition Corp. VI (IPFX) and Quantum Space, LLC executed an amendment dated October 22, 2026 to their June 8, 2026 Business Combination Agreement, shifting the post-closing listing of Pubco Class A-1 Common Stock and Pubco Warrants from Nasdaq to the New York Stock Exchange and updating board composition, listing conditions, and the company capitalization table (Annex 3.03(a)). The filing contains no specific monetary amounts, percentages, or share counts, so the financial impact cannot be quantified from this document alone.

• · Amendment dated October 22, 2026 to the Business Combination Agreement and Company Disclosure Letter originally dated June 8, 2026
• · Post-closing listing venue changed from Nasdaq to NYSE for Pubco Class A-1 Common Stock and Pubco Warrants; pre-closing Purchaser securities remain on Nasdaq
• · Purchaser will domesticate from Cayman Islands to Delaware via continuation prior to Closing
• · Pubco board members must satisfy NYSE independence requirements instead of Nasdaq requirements
• · NYSE listing condition (Section 8.01(e)) excludes cases where conditional approval is withheld due to failure to meet the market value of publicly held securities requirement tied to Seller Contributions
• · Annex 3.03(a) capitalization table of the Company Disclosure Letter was replaced in full with an Amended Annex 3.03(a) deemed included as of June 8, 2026

23-10-2026

Intelligent Protection Management Corp. (Nasdaq: IPM) signed a definitive Purchase Agreement to acquire the IT, telecommunications, connectivity and managed services business of Advanced Technology Distributors Inc. (AdTech) for up to $2.7 million, subject to customary adjustments. The deal closes in two stages: IPM acquires 49% of JVCo at the First Closing and the remaining 51% at the Final Closing, each tied to CPUC approvals of the transfer or change of control of AdTech's CLEC License. No consideration was paid at signing; the consideration mix includes cash at each closing, a seller note and an earnout.

• · Closing is conditioned on CPUC approval of a Tier 2 Advice Letter for transfer of AdTech's CLEC License to JVCo (First Closing) and CPUC approval of a change-of-control filing for the CLEC License (Final Closing).
• · Final Closing requires satisfaction of other conditions in the Purchase Agreement in addition to CPUC approval.
• · Following the Final Closing, JVCo becomes a wholly owned subsidiary of IPM.
• · Forward-looking statements flag risks including timing or failure of closing, integration difficulties, and possible litigation related to the Transaction.
• · Filing discloses no financial results, revenue, or earnings figures for AdTech or the Business; the deal value is stated only as a maximum.

23-10-2026

Reliance Global Group (Nasdaq: EZRA) announced a non-binding letter of intent, executed September 23, 2026, to acquire the assets of a GPU cloud provider and marketplace operator, marking its entry into the AI cloud market. Consideration is all-cash with no share issuance, totaling $3.375M at closing (including $375K in escrow), a further $375K at 12 months, and $250K in founder consulting fees, all subject to milestones where noted; the company states it is debt-free and that closing is anticipated in early November 2026. The company also plans to rebrand as GPU Exchange and change its Nasdaq ticker from EZRA to XGPU, though the transaction remains unclosed and definitive agreements are not yet signed.

• · LOI is non-binding and executed September 23, 2026; the filing discloses that closing is not yet complete and definitive agreements remain unsigned
• · Milestone conditions apply to both $375K payments; the $500K investment in the seller's related company is optional
• · Forward-looking statements flag that the Company's GPU fleet build-out will require capital beyond the acquisition cost and may be funded through dilutive equity financings, qualifying the 'no dilution' framing
• · Risks flagged include possible loss of customers, GPU providers or key personnel, and Nasdaq continued-listing compliance
• · Ticker change to XGPU is planned but the effective date will be announced separately; shares currently trade under EZRA

23-10-2026

Valor Energy Inc (formerly Senmiao Technology Ltd, Nasdaq: VAI) entered into a securities purchase agreement on October 19, 2026 to sell up to 2,145,923 common shares at $2.33 per share in a Regulation D private placement, for aggregate gross proceeds of approximately $5.0M if all shares are sold. Net proceeds are earmarked for AI data center project development and working capital; closing is subject to customary conditions. The filing is a Form 8-K covering Items 1.01, 3.02, and 9.01, and the attached SPA contains standard representations and warranties regarding capitalization, SEC filings, and absence of material adverse effects.

• · Private placement relies on Regulation D exemption; investors represented as accredited or sophisticated investors acquiring for investment purposes
• · Filing indicates the company's former name was Senmiao Technology Ltd, and the ticker is VAI on Nasdaq
• · Exhibit 10.1 is a form of common stock securities purchase agreement; the document includes capitalization, SEC reporting, and no-undisclosed-liabilities representations referencing the Form 10-Q for the period ended June 30, 2026
• · Item 3.02 incorporates Item 1.01 by reference, covering the unregistered equity sale

23-10-2026

Starz Entertainment Corp. disclosed that its wholly owned subsidiary Starz Entertainment, LLC entered into a new employment agreement dated October 20, 2026 (effective October 1, 2026) with CFO Scott Macdonald, who has served as CFO since July 2012. The agreement runs through September 30, 2028, with a Company option to extend one year to September 30, 2029, and sets a base salary of $1,060,000 with a 125% target bonus. The filing is a contract continuation of an existing executive rather than a leadership change, and it does not report any negative or flat financial performance metrics.

• · Agreement term runs October 1, 2026 to September 30, 2028, with a one-year Company-elected extension to September 30, 2029
• · Performance-based equity awards vest based on goals set by the Compensation Committee and the CEO
• · Equity awards remain subject to Compensation Committee approval and funding each cycle
• · Change-in-control protection provides single-trigger-free double-trigger acceleration only if a qualifying termination occurs within six months after the change in control

23-10-2026

Nixxy, Inc. (NASDAQ: NIXX) appointed Robert Reda to its Board of Directors effective October 19, 2026, where he will chair the Nominations Committee and serve on the Audit and Compensation Committees. Lillian Mbeki resigned from the Board the same day, effective immediately prior to Mr. Reda's appointment, and the filing states her resignation was not due to any disagreement with the Company. Mr. Reda receives 50,000 shares under the 2025 Equity Incentive Plan, additional annual share grants vesting quarterly, and a $2,500 monthly payment.

• · Board has standing Audit, Compensation, and Nominations Committees; Mr. Reda chairs the Nominations Committee
• · Mr. Reda has no family relationship with any officer or director and no related-party transactions reportable under Item 404(a)
• · Ms. Mbeki's resignation was not the result of any disagreement with the Company on operations, policies, or practices
• · Company is an emerging growth company listed on NASDAQ Capital Market under symbol NIXX; the filing covers the Item 5.02 disclosure only and includes no financial results

23-10-2026

Dole plc (DOLE) filed an 8-K under Item 5.02 disclosing that Non-Executive Director Helen Nolan, who has served on the Board since 2021, intends to retire effective December 31, 2026. The Company thanked Ms. Nolan for her service. No replacement director or other compensatory arrangement was disclosed in this filing.

• · Ms. Nolan's retirement from the Board takes effect December 31, 2026
• · Ms. Nolan has served on the Board since 2021
• · The filing does not name a successor or announce a new director appointment
• · The filing was signed by CFO Jacinta Devine

23-10-2026

Hormel Foods Corporation (HRL) disclosed on October 21, 2026 that director Sally J. Smith will retire from the Board of Directors effective upon expiration of her current term at the 2027 Annual Meeting of Stockholders, and will not stand for re-election. The company states the decision was not due to any disagreement with the Company. The filing reports a board departure only and contains no financial results or quantitative performance data.

• · Director's departure is not related to any disagreement with the Company
• · Board seat will become vacant following the 2027 Annual Meeting of Stockholders

23-10-2026

Marvell Technology entered into a Third Amended and Restated Revolving Credit Agreement on October 22, 2026, with Bank of America, N.A. as administrative agent, providing for up to $3 billion in revolving borrowings with an accordion feature to increase commitments by up to $2 billion. The facility amends and restates the prior $1.5 billion revolver (dated June 30, 2025, maturing June 2030), and no loans were outstanding at signing. The filing is a routine refinancing/upsizing of committed liquidity rather than a distressed or dilutive event.

• · Pricing is tied to the Company's debt ratings, with SOFR margins of 0.875%–1.5% and unused commitment fees of 0.075%–0.20%
• · Facility may be used for working capital, general corporate purposes, and subsidiary needs
• · Covenants restrict liens, mergers/liquidations, asset dispositions, and subsidiary indebtedness
• · Certain lenders and affiliates have provided and may continue to provide investment banking, advisory, and lending services to the Company

23-10-2026

LQR House Inc. (Nasdaq: YHC) disclosed in an 8-K filed October 23, 2026 that Chief Marketing Officer Jaclyn Hoffman resigned effective immediately on October 20, 2026, including from all other positions with the company and its subsidiaries and affiliates. The filing states the resignation was not the result of any disagreement with the company on its operations, policies, or practices. No successor, financial terms, or compensatory arrangements were disclosed in this filing.

• · Resignation covers all other roles held by Ms. Hoffman at the company, subsidiaries, and affiliates (officer, director, employee, manager, authorized signatory, representative)
• · No disagreement with the company was cited as the reason for the departure
• · Filing discloses no successor CMO and no separation or compensatory terms

23-10-2026

Offerpad Solutions Inc. (OPAD) announced that Chief Financial Officer Peter Knag stepped down effective October 20, 2026, in an amicable departure not tied to any disagreement with the company. Knag will remain as a Senior Advisor through November 30, 2026 to support an orderly transition, and Andrew Pieper, Senior Vice President and Controller, was appointed Interim Chief Financial Officer, also serving as principal financial and principal accounting officer. The filing contains no financial results or quantitative performance data.

• · Knag's separation payments and benefits are governed by his existing employment agreement, though no amounts are disclosed
• · Pieper, age 44, has been with Offerpad since July 2021, previously serving as Director, Financial Reporting and then Vice President, Controller before his August 2025 promotion to SVP, Controller
• · Pieper is a Certified Public Accountant in Arizona and previously worked at KPMG LLP (2004-2009) and Apollo Education Group (2009-2018)
• · Pieper has no arrangements with other persons tied to his appointment, no family relationships with directors or executive officers, and no related-party transaction interest under Item 404(a)

23-10-2026

Aptevo Therapeutics entered into Amendment No. 6 to its Rights Agreement (shareholder rights plan) with Broadridge Corporate Issuer Solutions, LLC on October 23, 2026. The amendment extends the Final Expiration Date of the rights to October 23, 2027 and changes the Purchase Price to $14.56 per one one-thousandth of a Series A Junior Participating Preferred Share. This is an administrative amendment to an existing anti-takeover mechanism rather than a financial or operational event, with no direct financial impact disclosed.

• · Amendment No. 6 is the sixth amendment to the Rights Agreement, which was originally dated November 8, 2020
• · Filing is made under Items 1.01 (Material Definitive Agreement), 3.03 (Material Modification to Rights of Security Holders), and 9.01 (Exhibits)
• · The full amendment is filed as Exhibit 4.1 to the 8-K

23-10-2026

Empire District Bondco, LLC, a Delaware financing subsidiary of The Empire District Electric Company, disclosed that Tim Wilson stepped down as Manager and President effective October 22, 2026, with no disagreement with the Company cited. Michael Considine, currently SVP, Utility Ops President Missouri at Algonquin Power & Utilities Corp. (the indirect parent), was appointed Manager and President effective the same date. The filing reports no material financial results, amounts, or performance metrics.

• · Mr. Wilson's departure was not due to any disagreement with the Company on operations, policies, or practices
• · Mr. Considine has held his Algonquin role since October 19, 2026, three days before his appointment
• · Mr. Considine previously served as Vice President of Power Delivery Operations Services at Entergy Services
• · No related-party transactions under Item 404(a) of Regulation S-K and no family relationships disclosed for Mr. Considine
• · Filing is administrative in nature; the registrant is a debt-issuing vehicle with no securities listed on an exchange (Section 12(b) securities N/A)

23-10-2026

Myers Industries, Inc. (NYSE: MYE) adopted an amended and restated Senior Officer Severance Plan on October 22, 2026, covering its senior officers including CEO Aaron Schapper, CFO Samantha Rutty, Chief Legal Officer Kari Brashear, and SVP/Chief HR Officer Lorelei Evans. The amendments increase the change-in-control severance multiplier for the CEO from 2.5x to 3x, add a 2x tier for the Executive Leadership Team, and include Target Bonus alongside Base Salary in severance calculations outside the change-in-control period. The filing reports no departure or appointment of an officer; the Item 5.02 designation relates to compensatory arrangements.

• · Prior Plan first adopted effective February 21, 2020 (reported in 8-K filed February 27, 2020) and amended and restated effective April 26, 2023 (reported in 8-K filed April 28, 2023)
• · Full terms are in Exhibit 10.1, the Senior Officer Severance Plan

23-10-2026

1-800-Flowers.com completed the sale of its Personalization Businesses (Personalization Mall, Things Remembered, and Personalization Universe) to PlanetArt, LLC on October 19, 2026 for a $45.0 million base cash purchase price, subject to working capital and other adjustments. The company used approximately $21.65 million of net proceeds to prepay term loan principal, and the divested operations will be reported as discontinued operations. Pro forma results show the sale removes substantial revenue (about $146 million in FY2026, or roughly 9.7% of reported net revenues) while improving pro forma net loss, though pro forma operating loss and pro forma revenue both declined on a reported basis, so the transaction is primarily a portfolio and deleveraging move rather than an earnings driver.

• · Pro forma balance sheet total assets decline by $36.3M to $600.7M and total liabilities fall by $38.1M to $455.2M, with stockholders' equity rising $1.9M to $145.5M.
• · Pro forma balance sheet cash rises to $31.3M from $11.4M reported; $2.75M of purchase price is held in escrow and $2.5M of related cash sits in other assets pending future release.
• · Pro forma long-term debt, net falls to $91.0M from $112.2M, reflecting the $21.65M term loan prepayment and $0.4M financing cost write-off.
• · Pro forma FY2026 operating loss narrows to $107.5M from $127.1M, while FY2025 and FY2024 operating results show a pro forma operating loss of $153.5M and operating income of $12.8M, respectively.
• · Pro forma diluted EPS for FY2024 moves from a reported loss of $(0.09) to income of $0.10, with diluted weighted shares increasing to 64,950K due to the net income position.
• · The company allocated approximately 20% of historical goodwill impairment charges to the Personalization Businesses, shifting $6.9M out of FY2026 and $23.8M out of FY2025 on a pro forma basis.
• · Pro forma statements are illustrative only and are not necessarily indicative of future results; the sale was completed October 19, 2026, after the FY2026 10-K filed September 11, 2026.

23-10-2026

Conduent Incorporated (CNDT) announced the closing of a $447 million refinancing that extends its $357 million revolving credit facility to May 2029 (from October 2026 and May 2028 maturities) and adds $90 million in new commitments, including a $15 million letter-of-credit facility. The company says the refinancing, together with the completed Public Transit sale and the pending Tolling sale, is expected to cut its surety bond and letter-of-credit portfolio by about $550 million once the Tolling sale closes, and to support deleveraging as it executes its ASCEND 2026–28 plan. The filing does not disclose updated financial results, and the benefits depend on completing the announced Tolling divestiture.

• · Revolver maturities were October 2026 and May 2028 before extension to May 2029
• · Divestiture proceeds were used to repay debt
• · Lazard served as strategic advisor
• · Forward-looking statements flag dependence on completing the Public Transit and Tolling sales and on meeting obligations under the new facilities

23-10-2026

Aterian, Inc. entered into a promissory note with lender Chen Zhipeng dated October 20, 2026, providing for advances of up to US$1,000,000 at 8.0% annual interest with an eight-month stated maturity. The note allows the lender to elect cash repayment or conversion of the outstanding amount into PIPE securities or Maturity Conversion Shares, and any issuance is capped by Nasdaq Listing Rule 5635 limits absent stockholder approval. The filing does not disclose current-period financial results, so no period-over-period comparison is available.

• · Lender may elect cash repayment or conversion of the outstanding amount into PIPE securities; if no election is made, cash repayment is deemed elected.
• · If no PIPE Financing closes before the Stated Maturity Date, the lender may convert outstanding amounts into Maturity Conversion Shares at the Nasdaq Minimum Price.
• · Issuances are capped by the Exchange Cap under Nasdaq Listing Rule 5635 unless stockholder approval is obtained, including limits tied to change of control.
• · Borrower must provide a six-month Expenditure Forecast Report at signing and semi-monthly expenditure summaries thereafter, and certify that advances will not fund designated go-forward fund payments.
• · No commitment, drawdown, or similar fee is payable to the lender; prepayment is permitted without premium or penalty before a PIPE Notice is delivered.

23-10-2026

Howard Hughes Holdings Inc. disclosed in an 8-K dated October 23, 2026 that Ms. Verbinskaya has departed from her role at the company, effective around October 20, 2026. The company states the departure was not the result of any disagreement relating to its operations, policies or practices, including accounting principles, financial statement disclosure, or internal control over financial reporting. The filing was signed by Chief Legal Officer & Secretary Joseph Valane.

• · The departure is stated to be unrelated to any disagreement with the Company on operations, policies, accounting, financial statement disclosure, or internal control over financial reporting.
• · The excerpt references a fiscal year ending December 31, 2026, suggesting a timing or transition reference tied to that period, though the full context is truncated.

23-10-2026

Brightline Interactive, Inc. (the filing names Brightline Interactive, Inc., trading as BTLN on Nasdaq, not Glimpse Group/VRAR as stated in the request) disclosed that director Tamar Elkeles resigned effective October 19, 2026, from the Board and as Chair of the Compensation and Nominating and Corporate Governance Committees, with no disagreement with the company cited. The Board appointed Admiral Scott Swift, USN (Ret.) as Chair of the Nominating and Corporate Governance Committee and Major General Pete Fesler, USA (Ret.) as Chair of the Compensation Committee.

• · Filing date is October 23, 2026; the resignation event date is October 19, 2026.
• · Resignation was stated to be unrelated to any disagreement with the company on operations, policies, or practices.
• · Common stock trades under symbol BTLN on The Nasdaq Stock Market LLC; registrant is incorporated in Nevada (Commission File No. 001-40556).

23-10-2026

Vivid Seats Inc. (SEATW/SEAT) disclosed that on October 20, 2026 its Board increased its size from eight to nine directors and elected Chelsea Grayson as a Class II director to fill the resulting vacancy, effective immediately, with a term running to the 2029 annual meeting. The Board determined Ms. Grayson is Nasdaq-independent, bringing independent directors to six of nine, and she will receive a $40,000 monthly cash fee in lieu of standard non-employee director compensation. The filing also notes the pending delisting of the company's warrants (SEATW) from the Nasdaq Global Select Market effective October 26, 2026.

• · Ms. Grayson's term runs until the 2029 annual meeting of stockholders; she is not expected to serve on any standing committees
• · Martin Taylor's resignation (December 19, 2025) had reduced the board from nine to eight directors; this appointment refills that seat
• · Ms. Grayson is entitled to indemnification on the same terms as executive officers and other directors
• · No related-party transactions under Item 404(a) and no arrangement or understanding with others for her selection
• · Nasdaq filed a Form 25 on October 16, 2026 to delist the SEATW warrants effective October 26, 2026 and deregister them under Section 12(b) after 90 days

23-10-2026

Civista Bancshares, Inc. (NASDAQ: CIVB) announced the appointment of Jeremy Normington-Slay, DPT, MBA, FACHE, to the Boards of Directors of Civista Bancshares and Civista Bank, effective October 21, 2026. Normington-Slay is President and CEO of Firelands Health, a regional healthcare system with approximately 2,500 employees and more than 300 medical staff members. The filing contains no financial results, so no period-over-period performance metrics are reported.

• · Appointee previously served as regional president overseeing hospitals in Ascension Healthcare's North Central Region in Wisconsin
• · Appointee holds a Doctor of Physical Therapy from Concordia University Wisconsin and an MBA from Plymouth State University
• · Appointee is active in community boards supporting the arts, economic development and community service
• · Civista Bank was founded in 1884 and its shares trade on the NASDAQ Capital Market under CIVB

23-10-2026

Freshpet's Board Compensation and Human Capital Management Committee approved an enhanced compensation package for Nicola Baty, effective October 21, 2026, in connection with her appointment as President, while she continues as Chief Operating Officer. The package includes a $675,000 annual base salary, a long-term equity incentive target of at least 250% of base salary, a grant of restricted stock units covering 58,245 shares vesting fully on June 30, 2029 subject to continued employment, and an annual cash bonus target of at least 80% of base salary. The filing discloses no material interest or family relationships requiring disclosure.

• · RSUs vest in full on June 30, 2029, subject to Ms. Baty's continued employment through that date
• · Business experience is incorporated by reference from the April 27, 2026 definitive proxy statement (Schedule 14A)

23-10-2026

Macy's, Inc. disclosed that director Paul C. Varga will resign from the Board effective December 11, 2026, after serving as a director since 2012 and as Lead Independent Director since 2021. The Board has elected Deirdre P. Connelly to succeed him as Lead Independent Director effective December 12, 2026, and will reduce the Board to nine directors. The company states the resignation is part of routine governance and succession planning and was not due to any disagreement with the company, its Board, or management.

• · Varga's resignation takes effect December 11, 2026; Connelly's Lead Independent Director appointment takes effect December 12, 2026
• · The company explicitly states there was no disagreement with the company, Board, or management regarding operations, policies, or practices

23-10-2026

Unusual Machines, Inc. (NYSE American: UMAC) announced the completion of its acquisition of DroneNX LLC, operating as Upgrade Energy, a U.S. manufacturer of high-performance drone batteries and power systems. The deal was originally announced May 11, 2026, and adds batteries to the company's portfolio of NDAA-compliant drone components. The filing provides no purchase price or financial results for the target, so the financial impact cannot be assessed from this document.

• · Unusual Machines began scaling battery production and hiring at Upgrade Energy's Torrance, California facility before closing
• · Company plans to establish battery pack operations in Orlando, Florida
• · Filing does not disclose the purchase price, consideration, or financial results of Upgrade Energy

23-10-2026

Mobility Global Inc. (MBGL) disclosed that on October 21, 2026, its Nominating and Compensation Committee approved one-time restricted stock unit (RSU) awards to Scott Fredericks (President, CARFAX) and Joseph S. LaFeir (President, Mobility Business Solutions), to be granted December 1, 2026 under the 2026 Long Term Incentive Plan. Award values are $1,250,000 for Mr. Fredericks and $1,000,000 for Mr. LaFeir, vesting in three equal annual installments. The filing reports no departures, and it does not contain financial results or performance comparisons.

• · Grant date for the RSU awards is December 1, 2026, with approval by the Nominating and Compensation Committee on October 21, 2026
• · The awards are described as one-time grants, and the specific award agreement terms have not been disclosed in this filing

23-10-2026

House of Doge Inc. (NASDAQ: HODO, referenced in the filing as Brag House Holdings, Inc. (TBH)) entered definitive agreements to contribute select product, engineering and commercial operations assets to newly formed Dogecoin Labs in exchange for a strategic equity stake. The Dogecoin Foundation and House of Doge replaced their prior exclusive commercial agreement with a new long-term license covering the 21Shares Dogecoin ETF (TDOG), the 2x Long Dogecoin ETF (TXXD), the SIX-listed Dogecoin ETP, and future tokenized alternative investment products. Management expects the arrangement to reduce operating overhead and future capital requirements, redirecting resources toward tokenization and its sports holdings; no quantitative financial figures were disclosed.

• · Transaction is subject to satisfaction of applicable closing conditions; closing has not yet occurred per the release
• · Prior exclusive commercial agreement between House of Doge and the Dogecoin Foundation was replaced by a new long-term license
• · Dogecoin Foundation entered a separate agreement naming Dogecoin Labs its official commercial partner; House of Doge participates via its equity stake
• · Tim Stebbing will leave the House of Doge board of directors upon joining Dogecoin Labs
• · Management states it plans to announce additional strategic partnerships and initiatives
• · Filing items include 1.01 (material agreement), 1.02 (termination of material agreement), 3.02 (unregistered equity sales), 5.02 (director/officer changes), 7.01/8.01 (Reg FD/other events) and 9.01 (exhibits)

23-10-2026

SiTime Corporation (SITM) disclosed that Class III director Katherine E. Schuelke notified the Board on October 19, 2026 of her resignation from the Board, the Nominating and Corporate Governance Committee, and the Compensation and Talent Committee, effective October 20, 2026. The company states the resignation was not due to any disagreement with the Company or the Board on operations, policies, or practices, and the Board reduced its size from nine to eight directors effective the same date.

• · Resignation is effective October 20, 2026, one day after notice was given on October 19, 2026
• · Ms. Schuelke also exits two Board committees: Nominating and Corporate Governance and Compensation and Talent
• · Filing explicitly states the resignation was not the result of a disagreement with the Company or Board

23-10-2026

Barnes & Noble Education (BNED) director and Audit Committee member Kate Eberle Walker notified the company on October 22, 2026 of her resignation, effective December 1, 2026, to accept a role leading the US Higher Education business unit of Pearson, plc. The Corporate Governance and Nominating Committee is currently identifying a replacement for both the board seat and the Audit Committee position.

• · Resignation effective date is December 1, 2026
• · Walker is leaving to lead Pearson's US Higher Education business unit, a direct competitor-adjacent move in the education sector
• · Departure also vacates a seat on the Audit Committee, requiring a replacement for committee coverage

23-10-2026

Belpointe PREP, LLC (NYSE American: OZ) disclosed that on October 22, 2026, its subsidiary BPOZ 100 Tokeneke Holding, LLC received full prepayment of a $5,000,000 convertible promissory note from 100 Tokeneke Road, LLC, totaling $5,114,904.11 including $114,904.11 of accrued interest at 3.6% per annum. The prepayment terminated the note, including the conversion right into Class A units of Tokeneke Partners at $14.50 per unit, before any conversion occurred. The prepayment was funded by a related party (Belpointe Tokeneke Investment, LLC), which now holds approximately 71% of Tokeneke Partners, and was approved by the Conflicts Committee and disinterested directors.

• · Prepayment occurred before any conversion; neither the Company nor BPOZ Tokeneke incurred early termination penalties
• · Related party transaction: CEO controls Tokeneke Manager, and Related Party's ownership of Tokeneke Partners rose from 50% to approximately 71%
• · Company remains party to a January 6, 2026 letter agreement with put and call rights on the unaffiliated member's units, which was not affected by the prepayment
• · Transaction reviewed and approved by the Conflicts Committee and disinterested Board members under the Related Persons Transactions Policy and NYSE American rules
• · Filed under Item 1.02 (termination of material definitive agreement) and Item 9.01 (exhibits, Exhibit 10.1 incorporated by reference from the Q1 2026 10-Q)

23-10-2026

Iris Acquisition Corp II, a Cayman Islands blank check company (IRAB-UN), entered into a promissory note dated October 20, 2026 with three Harraden Circle investment vehicles for up to $250,000 in working-capital financing. The note carries no interest, is repayable only upon consummation of a Business Combination (with a 150% or 250% Additional Return depending on timing), and is payable solely from funds held outside the Trust Account if the company liquidates or its deadline expires without a deal.

• · Drawdowns are capped at $250,000 in aggregate and may be requested until the earlier of December 31, 2027 or completion of a Business Combination.
• · Payee may refuse funding if an Event of Default is continuing, the drawdown period has expired, or the company has announced or resolved to liquidate.
• · Payee waives any claim to the Trust Account, and no individual officer, director, employee or shareholder is personally obligated under the note.
• · The note is governed by New York law and may be assigned by the Payee to its affiliates or managed funds without consent.