17 material Form 8-K filings that 16 companies we cover made with the SEC in May 2023, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
Franklin Resources and Great-West Lifeco said on May 31, 2023 they signed a definitive agreement for a Franklin Resources subsidiary to acquire Putnam U.S. Holdings I, LLC, the parent of Putnam Investment Management, which manages the Putnam funds including this trust. The deal is expected to close in the fourth quarter of 2023, subject to regulatory approvals and other customary conditions. Closing would automatically end the current investment management contract, so trustees must approve a new one and shareholders must vote on it.
Agreement announced May 31, 2023 for a stock and cash transaction
Closing expected in the fourth quarter of 2023, subject to regulatory approvals and customary conditions
Current management contract ends automatically at closing under the Investment Company Act of 1940
Trustees must approve a new management contract, which then goes to shareholders for approval
Franklin Resources and Great-West Lifeco agreed on May 31, 2023 that a Franklin Resources subsidiary will acquire Putnam U.S. Holdings I, LLC, the parent of Putnam Investment Management, the fund's investment manager, in a stock and cash transaction. Closing is expected in the fourth quarter of 2023, subject to regulatory approvals, and would end the current management contract, so the Board and shareholders would need to approve a new one.
Definitive agreement announced May 31, 2023 for a Franklin Resources subsidiary to acquire Putnam U.S. Holdings I, LLC in a stock and cash transaction
Putnam Investment Management, LLC would become an indirect wholly owned subsidiary of Franklin Resources
Transaction is expected to close in the fourth quarter of 2023, subject to customary conditions and regulatory approvals
Closing would automatically terminate the current investment management contract; a new contract requires Board approval and shareholder approval
On May 31, 2023, Franklin Resources and Great-West Lifeco agreed that a Franklin Resources subsidiary will acquire Putnam U.S. Holdings I, LLC, the parent of Putnam Investment Management, LLC, the investment manager of the Putnam funds, including this trust. Closing is expected in the fourth quarter of 2023, subject to regulatory approvals, and would end the current investment management contract, so the trust's board would need to approve a new one, which would then go to shareholders.
Agreement announced May 31, 2023: a Franklin Resources subsidiary to acquire Putnam U.S. Holdings I, LLC in a stock and cash transaction
Transaction currently expected to close in the fourth quarter of 2023, subject to regulatory approvals and other customary conditions
Closing would automatically terminate the current investment management contract between the trust and Putnam Investment Management, LLC
Trustees must approve a new management contract, which would then be presented to shareholders for approval
On May 31, 2023, Franklin Resources and Great-West Lifeco agreed that a Franklin Resources subsidiary will acquire Putnam Holdings in a stock and cash deal. Putnam Investment Management, which manages the Putnam funds including this trust, would become an indirect wholly owned subsidiary of Franklin Resources. Under the Investment Company Act of 1940, the deal would end the current management contract, so the fund's board and shareholders would need to approve a new one.
Agreement announced May 31, 2023, in a stock and cash transaction
Closing expected in the fourth quarter of 2023, subject to regulatory approvals and customary conditions
Current investment management contract terminates automatically at closing
Board of Trustees must approve a new management contract, which then goes to shareholders for approval
EUDA Health Holdings issued 2,317,606 restricted shares on May 16, 2023, to settle debts owed to a major shareholder, its CEO and related companies, and converted a $700,000 note into 700,000 shares. Between May 16 and May 22, 2023, it also sold 940,000 shares at $1.00 each to eight accredited investors for $940,000, which adds to the outstanding share count.
1,617,606 shares issued May 16, 2023, under five settlement agreements, including 850,306 shares to CEO Kelvin Chen to satisfy a $850,306 claim.
700,000 shares issued May 16, 2023, after James Tan converted a $700,000 note at $1.00 per share.
940,000 shares sold at $1.00 each, for $940,000, to eight accredited investors between May 16 and May 22, 2023.
None of the shares are registered under the Securities Act; the company agreed to register resale of the placement shares under registration rights agreements.
On May 21, 2023, Krystal Biotech agreed to sell 1,729,729 shares of common stock to institutional investors at $92.50 per share, for an aggregate purchase price of approximately $160 million before offering expenses. The company plans to use the proceeds for commercialization of VYJUVEK, its clinical pipeline, business development, and working capital, and expects the sale to close on May 22, 2023. The new shares add to the company's outstanding share count, which dilutes existing shareholders, while the company says the funds should support operations through the end of 2026.
1,729,729 shares of common stock to be sold at $92.50 per share, for approximately $160 million in gross proceeds before offering-related expenses
Agreement dated May 21, 2023; closing expected May 22, 2023, subject to customary conditions
Financing led by Avoro Capital Advisors and Redmile Group, LLC, with participation from Braidwell LP and Frazier Life Sciences
Company agreed to file a registration statement for resale of the shares within 60 days of closing
Life360 reported first-quarter 2023 revenue of $68.1 million, up 34% from a year earlier, and a net loss of $14.1 million, narrower than the $25.2 million loss a year ago. The company reiterated its calendar 2023 guidance and said it reached positive Adjusted EBITDA a quarter ahead of expectations. It also named Lauren Antonoff chief operating officer, and the departure date of President CJ Prober was moved to July 7, 2023.
Q1 2023 revenue of $68.1 million, up 34% year over year; subscription revenue of $51.7 million versus $33.1 million a year earlier
Net loss of $14.1 million versus $25.2 million in Q1 2022; Adjusted EBITDA of $0.5 million versus a loss of $13.7 million
CY23 guidance reiterated, including consolidated revenue of $300 million to $310 million
Lauren Antonoff appointed Chief Operating Officer effective May 2, 2023, with a $450,000 base salary; CJ Prober's departure date changed to July 7, 2023
The sponsor, Merk Investments, said the Trust will replace the LBMA PM Gold Price with the Solactive Gold Spot Index to value its gold, effective July 11, 2023 or as soon as practicable after. The sponsor says the change could result in materially different net asset values for the Trust, and that the new index is priced around the NYSE close, which it believes better aligns NAV with U.S. trading hours.
Benchmark changes from the LBMA PM Gold Price to the Solactive Gold Spot Index (SOLAGOLD) effective July 11, 2023 or as soon as practicable thereafter
The Bank of New York Mellon, the Trust's trustee, has been instructed to use SOLAGOLD for NAV from the change date; NAV uses the LBMA PM Gold Price until then
The filing states the change could result in materially different net asset values for the Trust
Director George Lowell resigned from the board of directors effective May 12, 2023, after serving since 2008. The filing states he did not resign over any disagreement with the company, and he will remain on the Scientific Advisory Board as a liaison between that board and the Board. The filing names the registrant as BiondVax Pharmaceuticals Ltd.; the company and Mr. Lowell are still negotiating his compensation for the new roles.
Mr. Lowell submitted his board resignation on May 10, 2023, effective May 12, 2023
He had served as a Board member since 2008; the Board chairman, Mark Germain, thanked him for 15 years of service
Mr. Lowell will stay on the Scientific Advisory Board and become a liaison between it and the Board
Compensation for his continuing and new roles is still under discussion
Chemomab Therapeutics reported a first-quarter 2023 net loss of $8.8 million, up from $5.1 million a year earlier, driven mainly by higher research and development spending. Cash, cash equivalents and short-term deposits fell to $32.8 million at March 31, 2023, from $39.9 million at December 31, 2022, and the company said its estimated cash runway now extends through the first half of 2024.
Net loss was $8.8 million, or about $0.04 per share, versus $5.1 million, or about $0.02 per share, in the first quarter of 2022.
R&D expenses were $6.9 million versus $2.7 million a year earlier, primarily due to increased clinical and preclinical activities.
Cash, cash equivalents and short-term bank deposits were $32.8 million at March 31, 2023, compared with $39.9 million at December 31, 2022.
Estimated cash runway was extended through the first half of 2024; the CM-101 Phase 2 PSC trial top-line data are expected in the second half of 2024.
BiondVax Pharmaceuticals Ltd., which the filing identifies as the registrant for Scinai (SCNI), received a Nasdaq letter on May 1, 2023 saying it does not meet the $2,500,000 minimum stockholders' equity requirement for the Nasdaq Capital Market. The company reported a stockholders' deficit of $1,760,000 in its 2022 annual report, and the notice has no immediate effect on its ADSs, which continue to trade as BVXV.
Nasdaq letter dated May 1, 2023 cites the $2,500,000 minimum stockholders' equity requirement under Listing Rule 5550(b)(1).
Stockholders' deficit of $1,760,000 reported in the 10-K for the year ended December 31, 2022, filed April 17, 2023.
Compliance plan due to Nasdaq by June 15, 2023; if accepted, Nasdaq may grant 180 calendar days to regain compliance.
The company does not currently meet Nasdaq's alternative standards for market value of listed securities or net income from continuing operations.
Galata Acquisition Corp. (SPAC) and Marti Technologies amended their business combination agreement on April 28, 2023, removing a $50,000,000 cash closing condition and extending the outside date to July 31, 2023. The companies also amended convertible note subscriptions covering $35,500,000 of principal, raising the conversion premium to 15.0% from 10.0% and adding monthly reset dates, which could affect share dilution for existing holders.
April 28, 2023: BCA Amendment No. 1 removes the $50,000,000 SPAC cash-on-hand closing condition and extends the outside date to July 31, 2023.
PIPE Amendment covers convertible notes with $35,500,000 aggregate principal and removes PIPE investor lock-up restrictions.
Revised Indenture raises the conversion premium to 15.0% and provides for monthly reset dates over the first twelve months after issuance.
May 4, 2023: Farragut Square Global Master Fund, an affiliate of a SPAC director, may subscribe for up to $40,000,000 of convertible notes after closing.
International Bancshares Corporation reported net income of $101.6 million, or $1.63 per diluted share, for the three months ended March 31, 2023, up from $53.5 million, or $0.84 per diluted share, a year earlier. The company attributed the increase mainly to higher net interest income, including interest on its investment portfolio, funds held at the Federal Reserve Bank, and loans. Total assets and deposits were lower at March 31, 2023 than at December 31, 2022.
Net income for Q1 2023 was $101.6 million, up 90% from $53.5 million in Q1 2022
Diluted EPS was $1.63, compared with $0.84 a year earlier, an increase of 94%
Total assets were $15.1 billion at March 31, 2023, versus $15.5 billion at December 31, 2022
Deposits were $12.3 billion at March 31, 2023, versus $12.7 billion at December 31, 2022
Curtiss-Wright reported first quarter 2023 sales of $631 million, up 13% from a year earlier, and reported diluted earnings per share of $1.48 versus $1.05. The company maintained its full-year 2023 adjusted guidance, including adjusted diluted EPS of $8.65 to $8.90, which signals that management expects its growth to continue.
Sales of $631 million, up 13%; new orders of $718 million, up 13%
Reported diluted EPS of $1.48 vs. $1.05; adjusted diluted EPS of $1.53, up 17%
Full-year 2023 guidance maintained: adjusted sales of $2,655 million to $2,710 million and adjusted diluted EPS of $8.65 to $8.90
Reported free cash flow was negative $102 million, compared with negative $135 million a year earlier
United States Lime & Minerals reported first quarter 2023 revenue of $66.8 million, up 31.2% from $50.9 million a year earlier, and net income of $17.1 million ($3.00 per share diluted) versus $8.7 million ($1.53 per share). Management said it expects continued pressure on lime and limestone production costs and that recessionary concerns could affect future demand.
Revenue was $66.8 million, up $15.9 million or 31.2% from $50.9 million in Q1 2022, driven by higher average selling prices and sales volumes.
Gross profit was $24.0 million, up 65.8% from $14.5 million; SG&A expenses rose 14.2% to $4.2 million.
Net income was $17.1 million ($3.00 per share diluted), compared with $8.7 million ($1.53 per share diluted) in Q1 2022.
The Board declared a regular quarterly cash dividend of $0.20 per share, payable June 16, 2023 to shareholders of record on May 26, 2023.
New York Mortgage Trust reported first-quarter 2023 net income attributable to common stockholders of $10.5 million, or $0.12 per basic share, compared with a loss of $84.3 million a year earlier. Net interest income fell to $17.8 million from $37.0 million, and book value per common share was $12.95 at March 31, 2023, down from $13.27 at December 31, 2022. The filing header names Adamas Trust (ADAM), but the attached press release and financial tables are for New York Mortgage Trust (Nasdaq: NYMT), so this summary uses those figures.
Net income attributable to common stockholders was $10.5 million ($0.12 basic per share) for the quarter ended March 31, 2023, versus a loss of $84.3 million ($0.89 per share) a year earlier
Total net interest income was $17.8 million, down from $37.0 million in the first quarter of 2022
Book value per common share was $12.95 at March 31, 2023, versus $13.27 at December 31, 2022
The company upsized its common stock repurchase program to $246.0 million and effected a one-for-four reverse stock split on March 9, 2023
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.
Briefs marked “Written later” were written in November 2026 for filings that were by then more than three weeks old, so months before mid-October 2026 hold a selection: every material 8-K of the past year for the 100 largest companies we cover and the last 15 important 8-Ks of every other one. Briefs the number check holds back are not shown or counted. Also: the last 45 days, briefs by company, A–Z and the live SEC filings wire.