2,914 material Form 8-K filings that 2,352 companies we cover made with the SEC in August 2026, 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).
Nasdaq notified Roman DBDR Acquisition Corp. II on August 19, 2026, that it does not maintain the minimum of 400 holders required for continued listing. The notice has no immediate effect on the listing of the company's securities on the Nasdaq Global Market, but the company must submit a compliance plan, and failure to regain compliance could ultimately lead to delisting.
Nasdaq deficiency letter received August 19, 2026, under Listing Rule 5450(a)(2)
Compliance plan due to Nasdaq by October 5, 2026
If the plan is accepted, Nasdaq can grant an exception until February 15, 2027
If Nasdaq rejects the plan, the company may appeal to a Nasdaq Hearings Panel
GEE Group entered a cooperation agreement with Star Equity Fund on August 21, 2026. Star Equity Fund withdrew its director nominee and its proposal to remove two directors at the 2026 Annual Meeting, and agreed to standstill and voting commitments. The company agreed to phase in declassification of its board, which will change how directors are elected going forward.
Star Equity Fund withdrew its director nominee and its business proposal to remove two GEE Group directors at the 2026 Annual Meeting.
Star Equity Fund agreed not to acquire more than 7.5% of outstanding Common Stock and to other customary standstill terms.
A majority of the board will be declassified at the 2027 Annual Meeting and the board will be fully declassified at the 2028 Annual Meeting, per the press release.
The agreement ends on the earlier of the opening of the advance notice period for 2027 director nominations or 120 days before the one-year anniversary of the 2026 Annual Meeting.
SolarMax Technology received a Nasdaq notice on August 20, 2026, because it has not filed its Form 10-Q for the quarter ended June 30, 2026. The company has until October 19, 2026 to submit a plan to regain compliance, and Nasdaq could grant an exception to February 16, 2027 if it accepts that plan. The filing also discloses two earlier Nasdaq deficiencies, a bid price issue and a market value of listed securities issue, so shareholders face several open listing requirements at once.
Nasdaq notice dated August 20, 2026 cites Listing Rule 5250(c)(1) for the missing 10-Q for the quarter ended June 30, 2026
Plan to regain compliance due October 19, 2026; Nasdaq could allow an exception up to February 16, 2027 if the plan is accepted
Bid price deficiency notice received March 3, 2026; compliance deadline August 31, 2026; one-for-12 reverse stock split effected August 13, 2026
Market value of listed securities notice received June 22, 2026; compliance deadline December 21, 2026
Mangoceuticals and Nuclea Energy mutually agreed on August 19, 2026 to terminate their Business Combination Agreement, which had been dated July 29, 2026. The parties said the $15,000,000 PIPE financing minimum could not be raised by the August 21, 2026 outside date, so the financing closing condition could not be met on the agreed terms.
Termination agreed August 19, 2026 under Section 12.1(a) of the agreement, which was dated July 29, 2026
Closing required PIPE financing of at least $15,000,000 deposited into escrow; the outside date was August 21, 2026
Each party bears its own costs, and the parties exchanged mutual releases except for willful breaches before termination
Pasithea Therapeutics Corp. received a 180-day extension from Nasdaq to regain compliance with the $1.00 minimum bid price requirement, moving the deadline from August 19, 2026 to February 16, 2027. The company says it may consider a reverse stock split, and if it does not regain compliance, Nasdaq could begin delisting proceedings, though the company says there is no assurance it will meet the new deadline.
Nasdaq letter dated February 20, 2026 flagged closing bid price below $1.00 for 30 consecutive business days.
Original compliance deadline was August 19, 2026; extension granted in an August 20, 2026 Nasdaq letter to February 16, 2027.
Company may consider a reverse stock split; if not compliant by the deadline, Nasdaq would issue a delisting notice that the company could appeal to a hearings panel.
Elutia completed the sale of its SimpliDerm breast reconstruction business, which made up substantially all of its Women's Health segment, to Cellution Biologics on August 17, 2026. The company received $7.7 million in cash at closing, subject to post-closing adjustments, with up to $3 million more in contingent payments. The filing says the company's 2025 and first-half 2026 pro forma continuing operations exclude the business, which had accounted for most of its reported net sales.
Net cash received at closing: $7.7 million, subject to post-closing inventory adjustments
Contingent payments of up to $3 million over the next 18 months, tied to technology transfer and commercial milestones
Pro forma six-month 2026 net sales from continuing operations: $2.2 million, versus $5.5 million as reported
Company expects to record an estimated gain of $4.9 million, which is not reflected in the pro forma periods
Estrella Immunopharma received a Nasdaq notice on August 17, 2026, stating its common stock closed below $1.00 for 30 consecutive business days, so it no longer meets the minimum bid price requirement. The notice has no immediate effect on trading, and the company has until February 16, 2027 to regain compliance, which could involve a reverse stock split.
Nasdaq letter dated August 17, 2026 cites closing bid price below $1.00 from July 6, 2026 through August 14, 2026
Compliance period runs 180 calendar days, until February 16, 2027
Common stock continues to trade on The Nasdaq Capital Market under the symbol ESLA
If not compliant by the deadline, the company may be eligible for a second 180-day period, or face delisting notice and an appeal
NexGel terminated CEO Adam R. Levy without Cause effective August 21, 2026, and Levy resigned from the Board. The Board appointed director Brian Kieser as Interim CEO, and formed a Special Committee to review strategic alternatives, liquidity and non-core assets.
Levy's employment was terminated without Cause effective August 21, 2026; he also resigned from the Board and all other company positions.
Brian Kieser, a Board member since May 6, 2026, is Interim CEO. He is also CEO of Sequence LifeScience, which has a strategic partnership with NexGel.
The Special Committee, chaired by Kevin Harris with Steve Glassman, expects to present a strategic and value creation framework to the Board within 30 to 45 days.
The separation agreement with Levy and Kieser's compensation terms have not been finalized; the company will file an 8-K amendment once they are.
Rain Enhancement Technologies Holdco received a Nasdaq notice on August 18, 2026 stating it had not regained compliance with the $35 million market value of listed securities requirement. Unless the company obtained a hearing, its shares would face suspension and delisting from the Nasdaq Capital Market on August 27, 2026. The company requested a hearing before the Nasdaq Hearings Panel on August 21, 2026, and expects this to stay any delisting action, but the filing says the panel may not grant continued listing.
Nasdaq notice received August 18, 2026 said the company had not regained compliance with the $35,000,000 MVLS threshold.
Compliance deadline was August 17, 2026, after a 180-calendar-day period that started with a February 18, 2026 notice.
Company requested a hearing before the Nasdaq Hearings Panel on August 21, 2026.
Scheduled suspension and delisting date is August 27, 2026, unless a stay applies; the company says there is no assurance the panel will grant continued listing.
loanDepot, Inc. (NYSE: LDI) received a written notice from the New York Stock Exchange on August 21, 2026, saying its Class A common stock failed the $1.00 minimum price standard because its average closing price was below $1.00 over 30 consecutive trading days. The company has six months to regain compliance, and if it cannot, the NYSE will begin procedures to suspend and delist the stock, which matters to shareholders because it sets a firm deadline for a share price recovery or a possible reverse stock split.
The NYSE notice was received August 21, 2026, and the company said the average closing price was below $1.00 as of August 20, 2026.
The company has a six-month cure period to bring its share price and average share price back to at least $1.00.
The company must notify the NYSE of its intent to cure within 10 business days of receiving the notice.
A reverse stock split is among the options the company will consider; it would need stockholder approval no later than the next annual meeting, anticipated for early June 2027.
On August 20, 2026, Palo Alto Networks' board approved an Executive Change in Control and Severance Policy covering senior vice presidents and above, including CEO Nikesh Arora and CFO Dipak Golechha. The board also adopted amended and restated bylaws, mainly to align with Delaware law and update routine governance provisions. The filing sets out severance terms but no financial results, so its direct effect on shareholders depends on whether a change in control occurs.
Policy covers executives including CEO Nikesh Arora, CFO Dipak Golechha, President William "BJ" Jenkins and Chief Product and Technology Officer Lee Klarich
CEO severance outside a change-in-control period, after a change in control, or for Good Reason: 200% of salary and 200% of target cash incentive, plus 24 months of health benefits; other executive officers receive 150% and 18 months
Amended and Restated Bylaws took effect immediately on August 20, 2026, and include updates to special board meeting authority and indemnification provisions
Citius Pharmaceuticals received a Nasdaq extension until February 8, 2027 to show its stock closes at or above $1.00 per share, a continued listing requirement. The filing says the extension has no effect on the current listing, but if compliance is not regained by that date, Nasdaq will issue a delisting notice and the company may appeal.
Nasdaq granted an extension to February 8, 2027 for the $1.00 per share bid price requirement under Rule 5550(a)(2)
Compliance requires a closing bid of $1.00 or more for at least ten consecutive business days before February 8, 2027
Common stock will continue trading on the Nasdaq Capital Market under CTXR for now
The company says there can be no assurance it will regain compliance
WhiteFiber completed a $310.0 million private offering of 5.00% convertible senior notes due 2032 on August 21, 2026, including the full $40.0 million option. The company used about $118.5 million of the roughly $298.5 million in net proceeds to exchange $198.15 million of its 4.500% notes due 2031 for cash and about 6.3 million ordinary shares. The new notes add debt and could dilute shareholders on conversion, which the company can settle in cash, shares, or both, and the filing says more project financing will be needed.
$310.0 million principal of 5.00% notes maturing September 1, 2032, with semiannual interest starting March 1, 2027
Initial conversion price of about $33.84 per share, a premium of about 25% over the August 18, 2026 last sale price
Exchanged $198.15 million of 4.500% notes due 2031 for about $118.5 million cash and about 6.3 million ordinary shares, leaving about $31.85 million outstanding
Net proceeds of about $298.5 million; the company says it will require additional project financing, such as construction loans
DarioHealth said President and Chief Commercial Officer Steven Nelson will stop serving in that role on September 1, 2026, and his employment ends September 30, 2026, under a separation agreement signed August 20, 2026. Nelson will then provide consulting services through December 31, 2027, for which the company plans to grant him 30,000 restricted shares, subject to Compensation Committee approval.
Nelson ceases as President and Chief Commercial Officer effective September 1, 2026; employment ends September 30, 2026.
Company will reimburse up to three months of COBRA health coverage at $2,600 per month after the separation date.
Consulting agreement effective October 1, 2026, runs through December 31, 2027, with a grant of 30,000 restricted shares, subject to Compensation Committee approval.
VivoSim Labs (VIVS) received a Nasdaq notice on August 17, 2026 saying its stock no longer met the $1 minimum bid price over 30 consecutive business days. The company has 180 calendar days, until February 16, 2027, to regain compliance, and its shares continue to trade on the Nasdaq Capital Market for now. The company has proposed a reverse stock split, which requires stockholder approval, and a failure to regain compliance could lead to delisting proceedings.
Nasdaq notice received August 17, 2026 under Listing Rule 5550(a)(2) for the $1 minimum bid price
Compliance deadline is February 16, 2027; regaining it requires a closing bid of at least $1 for ten consecutive business days
Proposed reverse stock split ratio range of 1-for-5 to 1-for-20, subject to stockholder approval in the 2026 annual meeting proxy
Notice has no immediate effect on listing or trading; ticker remains VIVS
Mesa Royalty Trust said on August 21, 2026 that it will pay no distribution for August 2026, because costs, charges and expenses attributable to its royalty properties exceeded the revenue received from the sale of production reported by the working interest owners. The trust also said distributions are expected to be materially reduced until its cash reserves reach $2.0 million, and that accumulated excess production costs will reduce future distributions and may in some periods result in none.
No distribution will be paid for August 2026.
Royalty-property costs and expenses exceeded reported revenue from oil, natural gas and other hydrocarbon sales.
Distributions are expected to be materially reduced until the trust's cash reserves total $2.0 million, per its most recent Form 10-Q.
Substantial accumulated excess production costs will decrease future distributions and may result in none in some periods.
Solésence said on August 17, 2026 that its previously issued financial statements from December 31, 2023 through March 31, 2026 should no longer be relied upon and must be restated. The errors involved how labor and overhead were allocated to inventory, which overstated inventories and misstated cost of revenue, and the filing says the errors also affected gross profit, net income (loss), earnings per share and stockholders' equity.
Ten periods are affected, from December 31, 2023 through March 31, 2026, per the Audit Committee, Board and executive officers' August 17, 2026 conclusion.
The errors relate to labor and overhead allocation in inventories, which the company says did not comply with ASC 330 inventory-costing requirements.
The company expects to amend its 10-K reports for 2023, 2024 and 2025 and several 10-Q reports in the coming weeks.
The 8-K is dated August 20, 2026, and was signed by CFO Laura Riffner; the Audit Committee discussed the matters with its independent accountant.
Sky Quarry Inc. appointed Heidi C. Bowman as its Chief Financial Officer, effective immediately, under an offer letter dated August 18, 2026. The filing gives her base salary and bonus eligibility, and it describes her background in strategic finance and prior CFO roles at investment firms and portfolio companies.
Heidi C. Bowman, 60, named Chief Financial Officer, reporting to the Chief Executive Officer
Base salary of $18,500 per month; eligible for quarterly bonuses in cash, equity, or both, at the Compensation Committee's discretion
Employment is at-will; either party may terminate with at least thirty days' written notice
Previously served as CFO of Hillair Capital from May 2010 to December 2025
On August 21, 2026, Werewolf Therapeutics agreed to merge with Ambros Therapeutics, a clinical-stage biotechnology company developing neridronate for CRPS-1, in an all-stock transaction. Pre-merger Werewolf stockholders, other than private placement investors, are expected to own about 6.8% of the combined company, so the merger would substantially dilute their holdings. The deal is expected to close by the first quarter of 2027, subject to stockholder approvals, Nasdaq listing approval, an effective Form S-4 and other conditions.
Pre-merger Ambros stockholders are expected to own about 71.7% of the combined company, and private placement investors about 21.5%.
Implied valuations are $500.0 million for Ambros and $47.5 million for Werewolf.
A concurrent private placement of $150 million in gross proceeds is expected to close with the merger.
Termination fees are $20.0 million payable by Ambros and $1.9 million payable by Werewolf in certain circumstances.
Odysight.ai agreed on August 20, 2026 to sell 3,437,500 shares of common stock at $3.20 each in an underwritten public offering led by Roth Capital Partners, with gross proceeds expected to be $11 million before fees and expenses. The same day, the company terminated its June 5, 2026 at-the-market sales agreement with Roth, which had a capacity of up to $20 million and made no sales. The new offering adds shares outstanding and dilutes existing holders, while the company says proceeds will fund research and development, sales and marketing, and working capital.
Firm offering of 3,437,500 shares at $3.20 per share; closing expected on or about August 21, 2026.
Underwriters have a 30-day option to buy up to 515,625 additional shares.
Underwriting discount is 6.5% of gross proceeds; company will reimburse up to $75,000 of Roth's expenses.
Company and its directors and executive officers agreed to a 45-day lock-up on sales of common stock, with exceptions.
Latham Group subsidiaries entered into a new Credit Agreement on August 20, 2026, providing a $75 million revolving credit line and a $300 million term loan from Jefferies Finance LLC as administrative agent. Proceeds were used to repay and terminate the existing February 23, 2022 credit agreement with Barclays Bank PLC. The new debt is secured by substantially all assets of the borrower and guarantors, and the filing does not state a change in total debt beyond the facilities themselves.
Revolving credit line of $75 million, maturing August 20, 2031, with interest based on SOFR, CORRA, EURIBOR or BBSY plus margins of 2.25% to 3.50%
Term loan of $300 million, maturing August 20, 2033, priced at Term SOFR plus 4.00% or Alternate Base Rate plus 3.00%, with 0.25% quarterly amortization
Proceeds used to repay and terminate the Credit and Guaranty Agreement dated February 23, 2022 with Barclays Bank PLC as agent
Springing maximum First Lien Net Leverage Ratio of 5.20:1.00 applies if revolver usage exceeds 40% of commitments at quarter-end
Lyntris Inc. priced its initial public offering on August 18, 2026, at $17.50 per share, with 5,714,286 shares sold by the company and 11,285,714 by selling stockholders. The company says net proceeds of approximately $69.5 million will be used mainly to repay about $60.0 million of indebtedness, and the company received no proceeds from the selling stockholders' shares. The filing also sets a 180-day to 720-day staggered lock-up for directors, officers and substantially all shareholders, and names new directors and a new chairman and vice chairman.
IPO priced at $17.50 per share for 17,000,000 total shares; the IPO closed and shares were delivered on August 20, 2026
Company expects net proceeds of approximately $69.5 million and plans to repay about $60.0 million of indebtedness
Seven directors appointed upon IPO effectiveness; David Stinnett named Chairman and Matthew Alty named Vice Chairman
Underwriters hold a 30-day option for up to 2,550,000 additional shares from certain selling stockholders
Arbutus Biopharma announced plans for a modified Dutch auction tender offer to buy back up to $230 million of its common shares, at $5.00 to $5.75 per share, funded from cash on hand. The offer has not yet commenced and is subject to exemptive relief, so its terms and completion are not assured, but it would return proceeds from the Moderna settlement to shareholders.
Offer to repurchase up to $230 million of common shares at not less than $5.00 and not more than $5.75 per share, in cash
Expected to commence on or about August 24, 2026, and expire on or about September 29, 2026, unless extended or terminated
Funded through the company's cash on hand; commencement depends on obtaining exemptive relief under Canadian and US securities laws
Follows the March 2026 Moderna settlement and a July 2026 initial payment under that settlement
Intercontinental Exchange entered new financing tied to its pending acquisition of MarketAxess Holdings, including a $2.0 billion delayed draw term loan and amendments to its $3.9 billion revolving credit facility. The filing also shows the company issued $3.73 billion in senior unsecured notes, which permanently reduced its $6.2 billion bridge facility to zero, so the acquisition is now backed by these new sources rather than the bridge.
Term loan facility of $2.0 billion with Bank of America as administrative agent, maturing 24 months after funding
Revolving credit facility extended to August 20, 2031 for consenting lenders with $3.67 billion in commitments, and a new $1.5 billion MarketAxess revolving commitment class
Senior unsecured notes issued August 20, 2026 for gross proceeds of $3.73 billion; $6.2 billion bridge facility reduced to $0
Qnity Electronics appointed Ken Rizvi as Senior Vice President and Chief Financial Officer, effective October 1, 2026. Rizvi was most recently CFO of Synaptics, a role he has held since July 2024, and Michael Goss, the current interim CFO, will move to Vice President, Finance & Controllership and Principal Accounting Officer. The filing discloses a $10.0 million equity buyout award and a $600,000 base salary for Rizvi, but no financial results or guidance.
Ken Rizvi becomes Senior Vice President and CFO effective October 1, 2026.
Michael Goss stops serving as interim CFO on the effective date and becomes Vice President, Finance & Controllership and Principal Accounting Officer.
Rizvi's package includes a $600,000 annual base salary, a 90% target short-term incentive, and a $10.0 million equity buyout award split 60% restricted stock units and 40% performance stock units.
Rizvi also receives a 2026 annual long-term incentive award valued at $5.5 million.
BJ's Wholesale Club reported second-quarter fiscal 2026 net sales of $6.09 billion, up 15.9%, and diluted EPS of $1.36, up from $1.14 a year earlier. The company raised its full-year fiscal 2026 adjusted EPS outlook to $4.60 to $4.80, and Chief Commercial Officer Paul Cichocki is retiring effective August 21, 2026.
Q2 net sales $6.09 billion, up 15.9%; diluted EPS $1.36 versus $1.14 a year earlier
Comparable club sales rose 11.9%, or 3.1% excluding gasoline sales
Fiscal 2026 adjusted EPS outlook raised to $4.60 to $4.80; capital expenditures of approximately $800 million expected
Chief Commercial Officer Paul Cichocki retires effective August 21, 2026, and serves as part-time advisor through October 1, 2026
Synaptics CFO Ken Rizvi resigned effective immediately on August 20, 2026, to pursue a new opportunity, and he will stay in an advisory role through September 30, 2026. The company will not search for a successor because of the pending merger with ON Semiconductor Corporation announced June 25, 2026, so CEO Rahul Patel will serve as principal financial officer through the merger's closing.
Rizvi resigned August 20, 2026, effective immediately, and will remain employed in an advisory role through September 30, 2026, keeping his current compensation and benefits until employment ends.
Rahul Patel, President and CEO, serves as principal financial officer through the closing of the merger and receives no additional compensation for the role.
No successor CFO search is planned, due to the pending merger with ON Semiconductor Corporation announced June 25, 2026.
The company said the resignation was not due to any disagreement over operations, accounting or other policies or practices.
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.