Each material 8-K filed by a company listed on a US stock exchange (NYSE, Nasdaq, Cboe), read and summarized: what happened, the key numbers, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). This page lists the last 45 days; every brief stays on its company's 8-K page (4787 companies, A–Z).
Rallybio said the closing of its merger with Avenzo Therapeutics, previously expected on November 6, 2026, has been postponed because certain conditions tied to listing the company's shares after the deal have not been met. The company did not deposit funds for a previously announced cash distribution with Computershare on November 5, 2026, so the payment and ex-dividend dates may be delayed.
Merger closing with Avenzo Therapeutics postponed from the expected November 6, 2026 date while listing approvals are sought
Funds for the cash distribution were not deposited with Computershare on November 5, 2026
Previously announced payment date and ex-dividend date for the cash distribution may be delayed; no new dates given
Wendy's board adopted a stockholder rights plan on November 4, 2026, after an Investor Group led by Trian made an unsolicited, non-binding proposal on October 28, 2026 to acquire the shares it does not own for $7.35 per share in cash. The independent committee unanimously rejected that proposal, saying it substantially undervalues the company. The filing says the plan is meant to give the board time to act and is not intended to deter fair offers, but it may make takeovers not approved by the board more difficult.
Investor Group proposal of $7.35 per common share in cash, made October 28, 2026, was unanimously rejected by the independent committee.
Rights plan issues one right per common share to holders of record on November 16, 2026; rights become exercisable if a person or group acquires 15% or more without board approval.
Each right can buy one one-thousandth of a Series A preferred share at $37.00, and the rights expire November 3, 2027 unless redeemed earlier.
The Investor Group rejected the company's offer to enter into a customary standstill agreement.
MidCap Financial Investment Corporation reported a quarterly net decrease in net assets from operations of $16.4 million, or a $0.20 per share loss, for the quarter ended September 30, 2026, compared with a $27.5 million gain a year earlier. Net asset value per share fell 3.8% to $12.86 from $13.37 on June 30, 2026, driven by a net loss on the portfolio tied to credit-related weakness in a limited number of positions. The results come as Ares Capital Corporation has agreed to acquire MidCap Financial in a stock-and-cash deal valued at $10.88 per share, which will suspend the share repurchase program.
Net investment income was $0.34 per share, down from $0.40 in the June 30, 2026 quarter
Net asset value was $12.86 per share at September 30, 2026, versus $13.37 at June 30, 2026
Ares Capital agreed on October 27, 2026 to acquire MidCap Financial for $9.67 in stock and $1.21 in cash per share
Board declared a $0.31 per share dividend payable December 22, 2026, to holders of record December 8, 2026
ARRAY Technologies reported third-quarter 2026 revenue of $330.2 million, down from $393.5 million a year earlier, and a net loss to common stockholders of $7.9 million, compared with net income to common stockholders of $18.4 million a year earlier. The company also lowered its full-year 2026 revenue, Adjusted EBITDA and Adjusted EPS ranges and announced a stock-for-stock merger agreement with Shoals Technologies Group, Inc.
Q3 2026 revenue was $330.2 million versus $393.5 million a year earlier; gross margin was 21.0% versus 26.9%.
Net loss to common stockholders was $7.9 million, or $0.05 per share, versus income of $18.4 million, or $0.12 per share, a year earlier.
2026 revenue guidance was cut to $1.34 billion to $1.40 billion from $1.4 billion to $1.5 billion; Adjusted EBITDA guidance was cut to $190 million to $210 million from $210 million to $230 million.
Record orderbook of $2.6 billion at September 30, 2026, up 42% year over year; merger agreement with Shoals announced in a separate press release.
OppFi withdrew its applications to the OCC, Federal Reserve and FDIC for its proposed acquisition of BNCCORP, Inc. and BNC National Bank. The Merger Agreement dated April 28, 2026 has not been terminated and remains in effect, but the withdrawal means the regulatory path to completing the deal is now uncertain. OppFi also reaffirmed its revised full-year 2026 guidance.
OppFi withdrew applications to the Office of the Comptroller of the Currency, the Federal Reserve and the FDIC related to the BNCCORP, Inc. (OTCQX: BNCC) acquisition.
The Merger Agreement dated April 28, 2026 has not been terminated and remains in effect as of the filing date.
OppFi said it did not have a meaningful opportunity to address regulators' potential concerns and intends to engage regulators on clearer standards.
Full-year 2026 guidance reaffirmed: total revenue of $600 million to $610 million and adjusted EPS of $1.34 to $1.40.
Rising Dragon Acquisition Corp. and HZJL Cayman Limited mutually agreed to terminate their January 27, 2025 Merger Agreement, effective October 30, 2026, with no termination fee payable by either party. Unsecured promissory notes issued to SZG Limited and Aurora Beacon LLC survive the termination, and the company says it will continue to pursue an initial business combination with an appropriate target.
Merger Agreement dated January 27, 2025 terminated effective 11:59 p.m. Eastern Time on October 30, 2026; no termination fee payable
Promissory notes issued to SZG Limited between January 14, 2026 and October 15, 2026 total $455,919.41 in principal and are not cancelled by the termination
Notes are due only at closing of a later business combination and are cancelled if that combination does not close
Lock-up and registration rights agreements contemplated for the deal were not executed
Seer's Special Committee of the Board rejected two unsolicited, non-binding acquisition proposals, one from Radoff-JEC Group at $2.55 per share in cash plus a contingent value right and one from CEO Omid Farokhzad at $2.45 per share in cash plus two contingent value rights. The committee said both proposals fail to reflect Seer's intrinsic value, so shareholders will not receive these offers and the company stays independent.
Radoff-JEC Group proposal dated July 28, 2026: $2.55 per share in cash plus a contingent value right, rejected
Farokhzad proposal dated July 29, 2026: $2.45 per share in cash plus two contingent value rights, rejected
Special Committee rejected both proposals unanimously after a review of about three months
DataMEDS AI entered into a non-binding Second Amended and Restated Letter of Intent dated October 19, 2026, with EOS, Scilex, Datavault AI, HealthBridge Advisors and others to acquire QLPM intellectual property, expand a Datavault AI license, and take a controlling interest in Tollo Health, paid in company stock. The filing says existing public stockholders are expected to hold about 10.5% after closing, so the deal would substantially dilute current shareholders. Closing still requires definitive agreements, stockholder and Nasdaq approvals, and other conditions.
Target post-closing ownership: EOS 14.9%, Scilex 14.9%, Datavault 19.9%, Fortitude 5%, HBA and THI 24.9%, REBOOT 9.9%; existing public holders about 10.5%
Closing requires a liability threshold of not more than $2,000,000 and stockholder and Nasdaq approvals
Company agreed to reimburse Scilex, Datavault and EOS up to $250,000 in legal fees, payable at Closing
Exclusivity runs through November 30, 2026; Gerald Commissiong to serve as Interim Co-Chief Executive Officer
On October 21, 2026, Senti Biosciences completed a merger in which it divested its entire ownership interest in its Midco and Opco subsidiaries to Parent, which acquired substantially all of the company's existing business and pipeline. Shareholders receive contingent value rights that may pay up to $60.0 million on SENTI-202 milestones, but the filing says these payments are highly speculative and may never be paid, and that the company may not be able to maintain operations as early as the fourth quarter of 2026.
Merger closed October 21, 2026; the company received no cash at closing and divested Midco and Opco.
CVRs may pay up to $60.0 million in total: $10.0 million on BLA filing or acceptance, $20.0 million on FDA approval, and $30.0 million on cumulative net sales above $200.0 million.
The company sold 7,309,941 shares at $0.342 per share to CPIF II-7 Limited for about $2.5 million.
The company estimates a loss on disposal of $6.652 million and says it may not be able to maintain operations as early as Q4 2026.
Kloeckner & Co shareholders did not approve the proposed domination and profit and loss transfer agreement (DPLTA) with Worthington Steel GmbH at an extraordinary general meeting in Düsseldorf, so the DPLTA will not become effective. Worthington says it will operate within the existing ownership and governance structure, while the vote's outcome does not affect Kloeckner's consolidation into its financial reporting or its financing arrangements.
Kloeckner shareholders did not give the required approval for the DPLTA at the extraordinary general meeting, and the agreement will not become effective.
Worthington Steel holds approximately 62% of Kloeckner's share capital and voting rights following the takeover offer and delisting tender offer.
Kloeckner's results have been consolidated since the June 2026 acquisition of a majority stake, and the vote does not change this consolidation.
CEO Geoff Gilmore said the vote will affect the timing, mix and manner in which certain goals can be realized, particularly in the near term.
Mobix Labs notified Vision Aerial on October 14, 2026, that it was terminating their July 24, 2026 merger agreement because the contractual termination date had passed. The company said delays in due diligence and financial reporting, including audit information, meant the deal was not completed within the planned timeframe, and it described the termination as amicable.
Termination notice delivered October 14, 2026, under Section 8.1(c) of the Merger Agreement dated July 24, 2026
The merger agreement had been disclosed in a Form 8-K filed July 29, 2026
Company cited delays in due diligence and financial reporting, including receipt of accounting information needed for the audit
Company said it remains open to future opportunities with Vision Aerial
Hain Celestial said a condition to closing its September 12, 2026 sale of its International business to AURELIUS affiliates was not met: the Company and its lenders had not signed a credit agreement amendment by October 12, 2026. The Company says it is still talking with AURELIUS and its lenders about its capital structure, and that the sale's outcome remains uncertain for shareholders. The same filing reports two director appointments and two resignations.
Credit agreement amendment with lenders was due by October 12, 2026; the Company says this condition was not satisfied.
The International business covers UK, Ireland and Europe operations, including Ella's Kitchen, Joya, Natumi, Hartley's, Cully & Sully, Yorkshire Provender and New Covent Garden brands.
Company continues discussions with AURELIUS and lenders and will provide an update when there are material developments.
Patricia Ferrari and Richard Shinder joined the Board on October 11, 2026, each receiving a monthly cash director fee of $30,000.
On October 13, 2026, Energy Fuels and the parties to the VAC acquisition merger agreement signed a First Amendment that addresses an ongoing customer dispute over a commercial supply agreement, possible settlement, repayment of certain debt, and possible purchase price adjustments. The 8-K also includes VAC's 2025 audited financial statements, which show lower revenue and continued losses, and discloses the planned departure of Energy Fuels' Chief Legal Officer.
Merger Agreement Amendment dated October 13, 2026 covers a customer dispute, possible settlement, debt repayment and potential purchase price adjustments.
VAC (Ara VAC IE Aggregator, LP) revenue was EUR 325.1 million in 2025, down from EUR 353.5 million in 2024.
VAC reported a loss after tax of EUR 87.9 million in 2025, compared with a loss of EUR 96.8 million in 2024.
Energy Fuels disclosed the planned departure of its Chief Legal Officer and Executive Vice President, Global Government Relations; the filing does not name the executive.
Copley Acquisition Corp and Ignite Proteomics mutually agreed on October 9, 2026 to terminate their June 10, 2026 Business Combination Agreement. Copley says it intends to keep pursuing a business combination and has until November 2, 2026 to complete one, subject to extension under its organizational documents.
Business Combination Agreement with Ignite Proteomics, signed June 10, 2026, was terminated by mutual agreement on October 9, 2026.
Each party bears its own expenses, and the agreement includes mutual releases of claims tied to the terminated deal.
Copley's deadline to complete a business combination is November 2, 2026, subject to extension.
Filing warns Copley may have to redeem public shares and liquidate its trust account if it cannot complete another deal.
Twin Vee PowerCats and USFM Corporation signed an amended and restated merger agreement dated October 7, 2026, which replaces the July 12, 2026 agreement. Under the amended terms, pre-closing Twin Vee stockholders would own 7% of the combined company's shares, down from 10% under the original deal, and would receive contingent value rights in a trust that would hold Twin Vee's marine business.
Amended agreement dated October 7, 2026 replaces the merger agreement first signed on July 12, 2026.
Pre-closing Twin Vee stockholders would hold 7% of Pubco shares, down from 10% under the original agreement.
Termination fees are $500,000 payable by USFM and $800,000 payable by Twin Vee in specified circumstances.
Closing is expected in the fourth quarter of 2026 or the first quarter of 2027, subject to Twin Vee stockholder approval and other conditions.
BioMarin said its third-quarter 2026 results will include about $283 million of acquired in-process R&D expense tied to its Alesta Therapeutics acquisition, completed August 31, 2026. The company estimates the charges reduce both GAAP and non-GAAP diluted EPS by about $1.50 for the quarter and about $1.55 for the full year, and it will update full-year 2026 guidance with its third-quarter results.
Q3 2026 pre-tax IPR&D charge of approximately $283 million, an unfavorable EPS impact of about $1.50
Full-year 2026 pre-tax charges of approximately $320 million, an unfavorable EPS impact of about $1.55
Prior full-year 2026 guidance, announced August 6, 2026, did not reflect the Alesta acquisition
Quarter results are not finalized and figures are preliminary and unaudited
Fathom Holdings and Neighborhood Intelligence terminated their merger agreement, announced June 16, 2026, and neither company owes a termination fee. In the same filing, Fathom amended its senior secured convertible notes to cut the conversion price from $4.25 to $0.65 per share, raise the interest rate to 18% per annum, and extend the maturity date to November 1, 2026. The lower conversion price allows more shares to be issued on conversion, and the higher interest rate raises Fathom's borrowing costs.
Termination Agreement with NXH dated October 5, 2026 ends the June 16, 2026 Merger Agreement; neither party owes the Termination Fee.
Note conversion price changed from $4.25 to $0.65 per share; share issuance under the notes is capped at 19.99% of common stock outstanding as of October 1, 2026.
Maturity extended from October 1, 2026 to November 1, 2026; interest rate increased to 18% per annum from October 1, 2026.
Chairman Scott Flanders is a Holder of one note; the amendment was approved by a majority of independent, disinterested directors.
International Money Express refiled its antitrust notification under the HSR Act on October 2, 2026, because the original clearance expires one year after its waiting period ended. A new 30-day waiting period starts, and the California DFPI, which suspended its merger approval, is not expected to reinstate it before October 6, 2026. The Western Union merger remains pending and may take longer to close, which keeps shareholders waiting on the deal.
The original HSR waiting period expired at 11:59 p.m. Eastern Time on October 6, 2025, and clearance is effective for one year.
On October 2, 2026, the company and Western Union each filed HSR notification forms, starting a new 30-day waiting period; early termination was requested.
The DFPI suspended its approval of the merger, and the parties do not expect reinstatement before October 6, 2026.
Closing still requires the new HSR waiting period to expire or terminate, DFPI approval to be reinstated, and other closing conditions to be met.
ONE Nuclear Energy completed its business combination with Hennessy Capital Investment Corp. VII (HVII) on September 23, 2026, and is no longer a shell company. The unaudited June 30, 2026 financials show a six-month net loss of $1,802,923, a working capital deficit of $2,736,205, and management's conclusion that substantial doubt exists about the company's ability to continue as a going concern, which matters to shareholders given the company's limited cash and reliance on financing.
Business combination with HVII consummated September 23, 2026; aggregate consideration of $1.0 billion payable to ONE Nuclear's equityholders in newly issued common stock
Net loss of $1,802,923 for the six months ended June 30, 2026; cash of $2,588 at June 30, 2026
Management determined substantial doubt exists about the company's ability to continue as a going concern
B. Riley fee of $12.0 million ($4.0 million in stock, $8.0 million in cash after closing); B. Riley note maturity extended to December 31, 2026
On September 16, 2026, IQSTEL amended its 2025 agreement to acquire 51% of GlobeTopper, LLC, replacing a $500,000 payment originally due in restricted common stock with $500,000 in cash. The company must pay $80,000 within five business days, then $70,000 on the first business day of each of six following months, and the payments are secured by its GlobeTopper interest. If the company fails to cure a missed payment, the seller could seek to rescind the deal and take back the 51% interest, which would end the related earn-out obligations.
September 16, 2026: amendment replaces $500,000 in buyer shares with a $500,000 cash payment; the company has no further obligation to issue those shares
Payment schedule: $80,000 within five business days, then $70,000 on the first business day of each of six consecutive months
Missed payments not cured within 30 days after notice are an Event of Default; the seller may accelerate, foreclose on the collateral, or rescind and reclaim the 51% GlobeTopper interest
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Frequently asked questions
Which filings get a brief?
Form 8-K filings by companies listed on a US stock exchange (NYSE, Nasdaq, Cboe; not over-the-counter stocks) that report a material event: results (Item 2.02), deals (1.01, 2.01), executive changes (5.02), restructuring (2.05), impairments (2.06), delisting notices (3.01), restatements (4.02), cybersecurity incidents (1.05), bankruptcy (1.03) and Regulation FD or other events (7.01, 8.01). Routine filings such as vote results or exhibits only are skipped.
How is the impact score set?
The AI rates each filing from 1 (routine) to 5 (major, such as a merger, bankruptcy or restatement) based only on what the filing says. It is a reading aid for sorting the day's filings, not a prediction of how the stock will move.
How quickly do briefs appear?
On weekdays the SEC filing feed is checked every 5 minutes from 6 am to 5:45 pm Eastern, when nearly all 8-Ks come in, and every hour after that until 10 pm. Briefs of the 1,000 largest companies follow within minutes; the others usually within the hour, or later the same day when many filings arrive at once.
Which companies are covered?
Every company with shares listed on the NYSE, Nasdaq or Cboe that files 8-Ks, about 4,500 of them. Foreign companies that report on Form 6-K instead are not included. The S&P 1500 only filter above narrows the list to the large, mid and small caps of the S&P Composite 1500.
Are older briefs kept?
Yes. This page shows the last 45 days, but every brief ever published stays online: each has its own page, and each company has an 8-K page listing all of its briefs, newest first, linked from its stock page and from the A-Z list of companies.