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).
Sono Group N.V. signed a non-binding letter of intent on August 31, 2026, to combine with Sports One, a newly formed sports intelligence and sports franchise investment business, and sold 283,500 ordinary shares to private purchasers at market price. Sports One's existing equityholders would own a super-majority of the combined public company, and completion depends on definitive agreements, due diligence and shareholder approval, so there is no assurance the deal will close.
Share purchase of 283,500 ordinary shares, equal to 19.9% of outstanding ordinary shares, at the prior day's Nasdaq closing bid price, with a 180-day lock-up for purchasers
Proceeds are for working capital and general corporate purposes; the company agreed not to use them to repay debt (with limited exceptions) or to redeem shares
Sports One's existing equityholders would own a super-majority of the combined company, which is expected to be renamed Sports One
YA II PN, Ltd., the sole holder of the company's preferred shares, granted affiliates of Sports One a call option on approximately half of those shares (700 preferred shares subject to the option)
Kyntra Bio amended its royalty financing agreement with NQ Project Phoebus, L.P., lowering the maximum aggregate payments from $125 million to $65 million in exchange for a $42.6 million accelerated upfront payment. The company says the amendment and the FibroGen Europe bankruptcy together reduce its future liabilities by approximately $80 million, but pro forma cash, cash equivalents, investments, and accounts receivable fall to $53.1 million from $95.7 million as of June 30, 2026.
Maximum aggregate payments reduced from $125 million to $65 million, a $60 million reduction in payment obligations
$42.6 million upfront payment brings total payments to NQ Project Phoebus to $50 million, a full return of its invested capital
Remaining $15 million cap to be paid from 50% of Astellas revenue for EVRENZO sales in Europe and other Astellas territories excluding Japan
Pro forma cash and related balances of $53.1 million as of June 30, 2026; company expects cash runway into the fourth quarter of 2027
GrafTech approved a plan on August 6, 2026 to permanently cease manufacturing at its Monterrey, Mexico facility, and began notifying affected employees on August 31, 2026. The company estimates one-time cash costs of $20 million to $25 million, mostly expected by the end of 2027, and says the closure is meant to better align capacity with market conditions and reduce its cost structure.
Board approved closure of the Monterrey Facility on August 6, 2026; employee notifications began August 31, 2026
Production expected to conclude early in the second quarter of 2027, with phased wind-down subject to Mexican legal and labor obligations
Estimated one-time cash costs of $20 million to $25 million, including about $10.0 million for environmental and closure costs and $11.5 million for severance
Connecting pin production will rely on the Pamplona, Spain facility after the closure
ONEOK agreed to acquire Brazos Midstream's Permian Midland Basin assets for $4.425 billion in cash and signed a contribution agreement with an Apollo affiliate for a $9 billion minority equity investment. ONEOK says the deal reduces debt by about $5 billion and lowers expected pro forma 2027 leverage to about 3.25 times debt-to-EBITDA, but the Apollo investment carries a Class B return and distribution rights that will affect cash flow available to common shareholders.
Brazos Midland acquisition for $4.425 billion in cash, expected to close in the fourth quarter of 2026, subject to Hart-Scott-Rodino clearance.
Apollo investment of $9 billion for a Class B interest in ONEOK Holdings, with a 7.0% IRR cap for the first nine years; expected to close in the first half of September 2026.
About $5 billion of debt to be extinguished, with a tender offer capped at $2 billion, an early tender deadline of September 14, 2026 and an expiration of September 29, 2026.
Frontier Airlines, a subsidiary of Frontier Group Holdings, agreed on August 25, 2026 to end leases on 13 A320neo aircraft roughly six to seven years early, with the aircraft returned in the second half of 2026. The company expects about $260 million lower operating lease assets and liabilities, plus charges of $60 million to $80 million (non-cash) and $90 million to $120 million (cash), which will weigh on reported results in 2026 and beyond.
Early Return Agreement dated August 25, 2026 covers 13 A320neo aircraft currently in operation, to be returned in the second half of 2026.
Expected reduction of about $260 million in both operating lease right-of-use assets and operating lease liabilities.
Non-cash charges of $60 million to $80 million and cash charges of $90 million to $120 million, mostly recognized in Q3 and Q4 2026; most cash to be settled in 2028 and 2029.
On August 29, 2026, Frontier agreed with AerCap Holdings N.V. to direct lease 10 A321neo aircraft, with deliveries expected from Q4 2026 to Q1 2027.
SAIC reported second-quarter fiscal 2027 revenue of $1.88 billion, up about 6%, but net income fell 20% to $102 million and diluted EPS fell 12% to $2.38. The company raised its fiscal 2027 guidance for revenue, adjusted EBITDA, adjusted EBITDA margin and adjusted diluted EPS, while reiterating its free cash flow guidance.
Q2 revenue $1.88 billion, up 6%; organic growth 5.3%
Net income $102 million, down 20%; diluted EPS $2.38 vs. $2.71; adjusted diluted EPS $3.01 vs. $3.63
Fiscal 2027 adjusted diluted EPS guidance raised to $10.65-$10.75 from $9.90-$10.10; revenue guidance raised to $7.2 billion-$7.3 billion
Estimated backlog $22.1 billion at quarter end; quarterly dividend of $0.37 per share payable October 23, 2026
GameStop amended its exchange agreements for about $1.4 billion of 0.00% convertible notes due 2030 and 2032, ending the remaining averaging period and settling the balance in cash. Existing noteholders will receive about 55.5 million shares and $358.4 million in cash, with closing expected on or about September 3, 2026. The company also gave preliminary second-quarter results showing net sales down from the prior year while operating income and net income are expected to rise.
Noteholders receive about 55.5 million shares (about 73%) and $358.4 million in cash (about 27%); the company says the share count is now fixed
Preliminary Q2 net sales of $780 million to $800 million, versus $972.2 million a year earlier
Preliminary Q2 operating income of $150 million to $170 million versus $66.4 million; net income of $290 million to $310 million versus $168.6 million
About $2.8 billion of notes remain outstanding after the exchange; complete Q2 results are due September 8, 2026
On August 26, 2026, RenX Enterprises sold $5,662,716.07 in second senior convertible notes and second warrants in a private placement, with net proceeds of about $5.4 million after fees. The company used the proceeds to repay its February notes at 110% of their outstanding principal, and amended the related agreements to change registration deadlines and liquidated damages terms. The filing shows added debt and potential dilution from conversion and warrant shares, though it does not state a financial result.
Second Notes principal of $5,662,716.07 issued August 26, 2026; net proceeds of about $5.4 million
Up to 11,664,772 shares issuable on conversion at the Floor Price, and 3,520,859 shares under Second Warrants
Proceeds used to repay February Notes at 110% of outstanding principal
Second Registration Statement due 15th calendar day after the Second Closing Date
Nasdaq staff determined to delist Jupiter Neurosciences' common stock from the Nasdaq Capital Market after the company did not regain compliance with the $35,000,000 minimum market value of listed securities by August 25, 2026. The company intends to appeal to the Nasdaq Hearings Panel and expects the hearing request to stay further action, but it cannot assure that the appeal will succeed. Separately, the company regained compliance with the $1.00 minimum bid price requirement, though the delisting threat remains.
Nasdaq notice received August 27, 2026 states the Staff determined to delist the common stock from The Nasdaq Capital Market.
Market value of listed securities was below the $35,000,000 minimum; the compliance deadline was August 25, 2026.
Company intends to request a hearing before the Nasdaq Hearings Panel and expects this to stay further action; success is not assured.
Closing bid price was at least $1.00 for 10 consecutive business days, August 13 through August 26, 2026, and the bid price matter is closed.
Gap reported second-quarter fiscal 2026 net sales of $3.7 billion, down 2% from a year earlier, while GAAP diluted earnings per share rose to $1.38 from $0.57, helped by a $417 million tariff recovery adjustment. The company raised its adjusted full-year EPS outlook to $2.35 to $2.45 but narrowed its net sales growth outlook to up 1% to 1.5%, and said Old Navy CEO Horacio Barbeito will step down effective November 2, 2026, with Michael Francis succeeding him.
Net sales were $3.7 billion, down 2%; comparable sales fell 1%, with Old Navy down 4% and Gap up 10%.
GAAP diluted EPS was $1.38 versus $0.57 a year earlier; adjusted diluted EPS, excluding the net tariff recovery, was $0.52.
Fiscal 2026 adjusted diluted EPS outlook raised to $2.35 to $2.45 from $2.30 to $2.40; net sales outlook is up 1% to 1.5%, down from up 1% to 2%.
Horacio Barbeito steps down as Old Navy President and CEO effective November 2, 2026; Michael Francis, Chief Customer Officer, takes over that day.
IREN reported fiscal 2026 revenue of $707.0 million, up from $501.0 million a year earlier, with AI Cloud Services revenue rising to $128.8 million from $16.4 million. The company swung to a net loss of $702.6 million from net income of $86.9 million, largely due to non-cash asset impairments tied to converting Bitcoin mining sites for AI Cloud use. The filing also announced a new multi-year AI Cloud contract with a leading frontier AI lab, which matters to shareholders because it signals demand for the company's capacity, though the stated $4 billion contracted ARR target is an internal operating metric rather than GAAP revenue.
FY26 total revenue was $707.0 million versus $501.0 million in FY25; AI Cloud Services revenue was $128.8 million versus $16.4 million.
FY26 net loss was $702.6 million versus net income of $86.9 million in FY25; impairments were $638.8 million for the year.
Q4 FY26 net loss was $684.0 million, including $450.4 million of impairments; Q4 adjusted EBITDA was $19.2 million versus $59.5 million in the prior quarter.
As of August 26, 2026, operating ARR was $1 billion, with $4 billion of contracted ARR for 2026 capacity.
PagerDuty reported second-quarter fiscal 2027 revenue of $124.4 million, up 0.8% year over year, with GAAP net income attributable to common stockholders of $4.7 million, or $0.06 per diluted share, down from $9.8 million, or $0.10, a year earlier. The company also said it is reducing current headcount by approximately 15%, with estimated non-recurring charges of $5.5 million to $7.5 million, mostly in the third quarter of fiscal 2027, which matters to shareholders because it adds costs while the company reports slower profit growth.
Revenue was $124.4 million, up 0.8% year over year; GAAP operating income was $10.2 million versus $3.6 million a year earlier.
Net income attributable to common stockholders was $4.7 million ($0.06 diluted per share), compared with $9.8 million ($0.10) in the prior-year quarter.
Headcount reduction of approximately 15%; estimated charges of $5.5 million to $7.5 million, mostly in Q3 fiscal 2027, with implementation substantially complete by end of Q4 fiscal 2027.
Full fiscal 2027 revenue outlook is $491.5 million to $496.5 million; non-GAAP operating margin outlook is 25.0% to 26.0%.
Malibu Boats reported fourth-quarter fiscal 2026 net sales up 42.7% to $295.5 million and GAAP net income up 53.7% to $7.4 million, helped by the Saxdor acquisition. For the full fiscal year, GAAP net income fell 88.8% to $1.7 million, and the company guided fiscal 2027 net sales to $1.08 billion to $1.12 billion and Adjusted EBITDA to $101 million to $109 million, while authorizing a $70 million share repurchase program.
Q4 fiscal 2026 net sales rose 42.7% to $295.5 million, including $61.2 million from the Saxdor segment acquired March 2, 2026.
Fiscal 2026 GAAP net income fell 88.8% to $1.7 million from $15.2 million; diluted EPS was $0.09, down 88.2%.
Fiscal 2027 guidance: net sales of $1.08 billion to $1.12 billion and Adjusted EBITDA of $101 million to $109 million.
Board authorized a $70 million share repurchase program for fiscal 2027; credit facility refinanced on July 10, 2026, with maturity extended to July 2031.
Hormel reported third-quarter fiscal 2026 net sales of $2.96 billion, down 2.4% from a year earlier, and GAAP diluted EPS of $0.11 versus $0.33, while adjusted diluted EPS rose to $0.37 from $0.35. The company raised its low end of adjusted EPS guidance to $1.45 to $1.51 but cut its GAAP EPS and net sales guidance, reflecting charges tied to the Brazil divestiture, an Indonesia impairment and a litigation settlement.
Net sales were $2.96 billion, down 2.4% from $3.03 billion; organic net sales fell 2%.
GAAP diluted EPS was $0.11 versus $0.33; adjusted diluted EPS was $0.37 versus $0.35.
Fiscal 2026 adjusted EPS guidance was raised to $1.45 to $1.51 from $1.43 to $1.51; GAAP EPS guidance was cut to $1.06 to $1.12 from $1.28 to $1.37.
Discrete pre-tax items included a $56 million loss on the Brazil divestiture, a $48 million non-cash impairment in Indonesia and a $38 million litigation settlement.
Great Elm Group reported results for the fiscal year ended June 30, 2026, with revenue up about 70% to $27.8 million but a net loss attributable to stockholders of $35.4 million, compared with net income of $12.9 million a year earlier. The company attributed the swing mainly to $22.2 million of net realized and unrealized losses, largely tied to its investments in GECC common stock and related vehicles, which also weighed on book value.
Fiscal 2026 revenue was $27.8 million, up from $16.3 million in fiscal 2025, including $14.7 million from sales of two build-to-suit development properties.
Fiscal 2026 net loss was $(35.4) million, or $(1.17) per basic share, versus net income of $12.9 million in fiscal 2025.
Fourth-quarter revenue rose 88% to $10.6 million, but net income fell to $1.1 million from $13.6 million a year earlier.
Cash and cash equivalents were $53.5 million at June 30, 2026, and about $23.9 million of repurchase capacity remained as of August 24, 2026.
Somnigroup completed its all-stock acquisition of Leggett & Platt on August 26, 2026, a transaction the company values at about $2.3 billion including Leggett & Platt's existing debt. Former Leggett & Platt shareholders now own about 9% of the combined company on a fully diluted basis, which dilutes existing Somnigroup holders, while the company reports leverage reduced by about 0.2 times and a higher synergy target.
Merger closed August 26, 2026 under an agreement dated April 13, 2026; Leggett & Platt is now a wholly owned subsidiary.
Each Leggett & Platt share converted into 0.1455 Somnigroup shares; former Leggett & Platt shareholders own about 9% of the combined company.
Annual run-rate synergy target raised to $75 million from the initial $50 million; net leverage reduced by about 0.2 times.
The company expects about $50 million of annualized non-cash expense from fair value adjustments to the acquired business and about $10 million from the acquired bonds; $1.5 billion of Leggett & Platt notes remain outstanding.
Bath & Body Works reported second-quarter 2026 net sales of $1,514 million, down 2.3% from a year earlier, while diluted earnings per share rose to $0.58 from $0.30. The company raised its full-year 2026 diluted EPS guidance to $3.13 to $3.33 and narrowed its net sales decline forecast to 4% to 2.5%, but the quarter included about $80 million of tariff refunds, and third-quarter EPS guidance of $0.05 to $0.10 is below the $0.37 reported a year earlier.
Q2 2026 net sales of $1,514 million, down 2.3% from $1,549 million; Direct net sales rose 3.0% to $275 million
Q2 diluted EPS of $0.58 vs. $0.30; adjusted EPS of $0.62 vs. $0.37. Excluding about $80 million of tariff refunds, adjusted EPS would have been $0.31
Full-year 2026 diluted EPS guidance raised to $3.13 to $3.33; adjusted EPS guidance $2.60 to $2.80; net sales guidance narrowed to a decline of 4% to 2.5%
Q3 2026 diluted EPS guidance of $0.05 to $0.10 (adjusted $0.07 to $0.12) vs. $0.37 (adjusted $0.35) in Q3 2025
Kohl's reported second-quarter fiscal 2026 net sales down 0.9% to $3.3 billion, while GAAP diluted EPS was $1.28 versus $1.35 a year earlier. The company raised its full-year 2026 guidance, which includes about $150 million of tariff refunds received in the quarter, and said it is restarting share repurchases of up to $100 million this year.
Net sales fell 0.9% to $3.3 billion and comparable sales fell 0.9% in the quarter ended August 1, 2026.
GAAP operating income was $261 million versus $279 million a year earlier; gross margin rate rose 305 basis points to 43.0%.
Full-year 2026 adjusted diluted EPS guidance is $1.80 to $2.40; net sales guidance is a decrease of 1.5% to flat.
Share repurchases of up to $100 million are restarting under an existing $3 billion authorization; the $0.125 quarterly dividend is payable September 23, 2026.
Ensysce Biosciences said Nasdaq determined on August 25, 2026 that it complies with the $2.5 million stockholders' equity requirement, but the company remains subject to delisting if it does not evidence compliance in its next periodic report. Nasdaq also granted an extension on the minimum bid price rule to February 22, 2027, and said the Cy Biopharma transaction triggers a change of control requiring the post-transaction company to meet initial listing criteria, with trading suspension possible if it does not.
Nasdaq determined on August 25, 2026 that the company complies with the $2.5 million stockholders' equity requirement, but delisting remains possible if compliance is not evidenced in the next periodic report
Nasdaq granted an additional 180 calendar days, until February 22, 2027, to regain the $1.00 minimum bid price requirement
Nasdaq said the Cy Biopharma transaction, completed August 5, 2026, is a change of control requiring an initial listing application; failure could lead to trading suspension
The company intends to submit an initial listing application in a timely manner
Electromed reported record fiscal 2026 results, with net revenues up 15.3% to $73.8 million and net income up to $11.3 million, or $1.30 per diluted share. The company also said CEO and director Jim Cunniff plans to retire on or about April 2, 2027, and the board has begun a search for his successor.
FY 2026 net revenues rose 15.3% to $73.8 million; operating income rose 43.7% to $13.9 million
Q4 FY 2026 net income rose 54.3% to $3.4 million, or $0.39 per diluted share
Cash from operations fell to $9.7 million from $11.4 million; the company repurchased $3.9 million of stock
CEO Jim Cunniff expects to retire on or about April 2, 2027 and will leave the board upon retirement
Intuit reported fiscal 2026 fourth-quarter revenue of $4.4 billion, up 14%, and full-year revenue of $21.4 billion, up 14%. Fourth-quarter GAAP operating income rose to $475 million from $339 million, but the company booked a $293 million restructuring charge and GAAP diluted EPS was $1.34 versus $1.35 a year earlier. The company also gave fiscal 2027 guidance for revenue of $23,279 million to $23,512 million, and its board approved a $1.38 quarterly dividend.
Q4 FY2026 total revenue was $4.4 billion, up 14%; full-year GAAP diluted EPS was $16.46, up 20%.
Q4 GAAP operating income was $475 million, including a $293 million restructuring charge; Q4 GAAP diluted EPS was $1.34 versus $1.35 a year earlier.
FY2027 GAAP revenue guidance is $23,279 million to $23,512 million; non-GAAP guidance now includes share-based compensation.
Quarterly dividend of $1.38 per share is payable October 16, 2026, to holders of record on October 8, 2026.
DICK'S reported second-quarter 2026 GAAP net sales of $5.6 billion, up from $3.6 billion a year earlier, mainly because of the Foot Locker acquisition, while GAAP earnings per diluted share fell 26% to $3.50. The company lowered its full-year 2026 Foot Locker comparable sales and operating income outlook, citing challenging athletic footwear conditions, but kept its DICK'S Business comparable sales outlook unchanged, which matters to shareholders because Foot Locker now makes up a large share of results.
Q2 GAAP EPS $3.50 vs. $4.71 a year earlier; non-GAAP EPS $3.53 vs. $4.38; 9.6 million shares issued for Foot Locker dilute per-share results.
DICK'S Business comparable sales rose 4.9%; Foot Locker proforma comparable sales fell 3.6%.
Full-year 2026 outlook: Foot Locker comparable sales now negative 2.0% to 0.0% and Foot Locker segment loss of $(80) million to $(40) million; DICK'S comparable sales outlook maintained at 2.5% to 4.0%.
Quarterly dividend of $1.25 per share, payable September 25, 2026, to holders of record on September 11, 2026.
Madison Air Solutions agreed to sell 90,108,130 Class A common shares at $24.97 each in a private placement expected to bring in about $2.25 billion before fees, with closing expected on or about September 1, 2026. The company says the proceeds will fully fund the equity portion of its acquisition of ebm-papst entities, for which estimated total cash payable at closing is $5.0 billion. Chairman Larry Gies and an affiliated entity, Madison Solutions LLC, are buying a combined $620.0 million of the shares, and the filing notes the sale may dilute existing stockholders.
Sale of 90,108,130 Class A shares at $24.97 per share, with gross proceeds expected to be about $2.25 billion
Larry Gies agreed to buy $300.0 million of shares; Madison Solutions LLC agreed to buy $320.0 million
Expected closing on September 1, 2026; proceeds fund the equity portion of the ebm-papst acquisition, with estimated total cash payable at closing of $5.0 billion
Shares must be registered for resale within 90 calendar days after closing; Gies and Madison Solutions shares are locked up for one year
Citi Trends reported second-quarter fiscal 2026 net sales up 10.9% to $211.6 million, with comparable store sales up 10.5%. The company posted a net loss of $0.9 million, or $0.11 per diluted share, compared with net income of $3.8 million a year earlier, which included an $11.0 million gain on a building sale. It raised its fiscal 2026 adjusted EBITDA outlook to $38 million to $42 million, which signals higher expected profitability for the year.
Q2 net sales of $211.6 million rose $20.9 million, or 10.9%, from Q2 2025; comparable store sales rose 10.5%.
Q2 net loss of $0.9 million ($0.11 per diluted share) compares with net income of $3.8 million ($0.46 per diluted share) in Q2 2025, which included an $11.0 million gain on the Savannah office building sale.
Fiscal 2026 adjusted EBITDA outlook raised to $38 million to $42 million from $35 million to $40 million; comparable store sales growth outlook raised to 9% to 11%.
First-half net income was $6.8 million; cash was $55.9 million at quarter-end with no debt.
Ensysce Biosciences said its first tranche of a Series C Preferred Stock financing, totaling roughly $43 million, closed on August 7, 2026, raising more than $21 million in gross proceeds. The company believes this restores compliance with Nasdaq's minimum stockholders' equity requirement and that it qualifies for a second 180-day grace period to regain compliance with the $1.00 bid price rule.
First tranche closed August 7, 2026, raising more than $21 million gross; total financing is about $43 million for 120,260 Series C Preferred shares
Second tranche depends on a clinical trial milestone that has not yet occurred
Company believes stockholders' equity is at least $2.5 million, meeting the Nasdaq Rule 5550(b)(1) requirement, pending Nasdaq confirmation
Second 180-day bid price grace period was requested from Nasdaq on August 24, 2026; Nasdaq response is pending
Jupiter Neurosciences sold 307,692 shares at $6.50 each in a registered direct offering that closed August 24, 2026, for gross proceeds of about $2.0 million before fees and expenses. The company believes the sale brings its stockholders' equity above the $2.5 million Nasdaq continued-listing requirement, but it is still waiting for Nasdaq's formal confirmation, and its shares may face delisting if compliance is not shown at its next periodic report.
Shares issued: 307,692 common shares at $6.50 each, under an agreement dated August 21, 2026
Gross proceeds: approximately $2.0 million before placement agent fees and offering expenses, closed August 24, 2026
Nasdaq stockholders' equity requirement: $2.5 million; company awaiting formal determination of compliance
Delisting risk remains if compliance is not evidenced at the next periodic report
At its recessed annual meeting on August 21, 2026, New Concept Energy stockholders approved issuing 2,000,000 new common shares to Realty Advisors, Inc. (RAI) for $1.00 per share in cash, or $2,000,000 in total. The issuance will proceed only after the NYSE American approves the additional listing application, and the filing states that it will cause a change in control, with RAI owning about 33.65% of outstanding shares afterward.
Stockholders approved the issuance with 1,872,051 votes for, 128,492 against and 120 abstentions.
RAI will pay $1.00 per share, $2,000,000 in total, from its working capital once the NYSE American approves the listing.
After the issuance RAI would hold 2,400,000 of 7,131,935 outstanding shares, about 33.65%, versus 400,000 shares (7.79%) it holds now.
Expion Energy closed a $9.0 million private placement of 8% convertible debentures, with about $8.2 million in expected net proceeds, and acquired oil and gas assets in Eastern Louisiana for an adjusted cash price of $3,425,000. Kevin Sellers replaced Joseph Hammer as chief executive effective August 24, 2026, and the lead investor is affiliated with Hammer, who remains interim chairman. The financing is convertible into preferred stock and warrants, which could dilute shareholders, and the company is shifting into a new business line.
$9.0 million 8% convertible debentures due August 21, 2029, with net proceeds of about $8.2 million; conversion into Series A-1 preferred requires shareholder approval, with an initial conversion price of $4.25 per share.
Warrants to purchase up to 2,117,219 common shares; investors may buy up to $91.0 million of additional convertible preferred stock, subject to shareholder approval.
Acquired Eastern Louisiana oil and gas assets for an adjusted cash price of $3,425,000; the exploration agreement commits up to $4,000,000 to leasing and calls for a new lateral wellbore by February 15, 2027.
Kevin Sellers named CEO and board member effective August 24, 2026; lead purchaser Five Narrow Lane LP is affiliated with Joseph Hammer, who stepped down as CEO and remains interim chairman.
Azenta's President and CEO John Marotta resigned from the company and its Board effective August 22, 2026, and the Board named director Dr. Martin Madaus as interim President and CEO. The company reaffirmed its fourth quarter fiscal 2026 total revenue guidance but expects a one-time approximately $3 million consulting expense to affect fourth quarter adjusted EBITDA, and a search for a permanent CEO is underway.
John P. Marotta resigned as President, CEO and director effective August 22, 2026; the company says the resignation was not due to any disagreement on operations, policies or practices.
Dr. Martin D. Madaus, a Board member since January 2024, was elected interim President and CEO effective August 22, 2026, and will step down from the Nominating and Governance Committee chair role.
Fourth quarter fiscal 2026 total revenue guidance, issued August 4, 2026, was reaffirmed; adjusted EBITDA will be affected by a one-time approximately $3 million consulting expense.
The Board reduced its size from nine to eight members, and the company has retained Heidrick & Struggles to search for a permanent CEO.
RUM Group's affiliate signed a six-year commercial agreement with an unaffiliated U.S. cloud customer to supply GPU services at the company's Maysville, GA site, which is still under development, with a total order value of approximately $13.7 billion. In connection with the deal, the company entered a binding term sheet to issue the customer a warrant for up to 50,808,408 Class A shares at $0.01 per share, which creates potential dilution for existing shareholders, and the company disclosed that it does not currently have financing for the required spending.
Customer will buy GPU services in three tranches with a total order value of approximately $13.7 billion; the third tranche requires the customer's approval of the proposed delivery date.
Warrant covers up to 50,808,408 Class A shares at $0.01 per share; the initial 50% vests in three 16.67% tranches tied to the customer's purchases.
The remaining 50% of warrant shares can vest in five 10% tranches only if the customer signs one or more expansion agreements.
The company has no current financing for the project, and its obligations under the commercial agreement are not subject to any financing condition.
A federal court in California ruled in several related cases involving Sable's Santa Ynez Pipeline System. The court found Sable violated the 2020 consent decree by restarting operations without state authorization, imposed a $1.449 million penalty, and declined to order a shutdown because the federal pipeline regulator PHMSA had approved the Restart Plan. The court also denied California's bid for a preliminary injunction against the federal Defense Production Act order, and California filed a notice of appeal on August 20, 2026.
Court found Sable violated the Consent Decree by restarting the onshore pipeline without OSFM authorization, but declined to order a shutdown.
Court imposed a $1.449 million penalty on the Company.
Court denied California's motion for a preliminary injunction against the DPA Order; California filed notice of appeal on August 20, 2026.
In a separate case, the court declared the DPA Order bars California Department of Parks and Recreation from suing to stop Sable's onshore operations; defendant filed notice of appeal on August 21, 2026.
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
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
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.
American Battery Technology reported preliminary, unaudited results for the quarter ended June 30, 2026, with revenue up 5.1% to $8.2 million and gross profit up 86% to $1.3 million from the prior quarter. The company also warned that a federal directive taking effect August 27, 2026 could block most of its foreign black mass sales, which it says make up the majority of total revenue and could have a material adverse effect.
Q4 FY26 revenue of $8.2 million, up 5.1% from $7.8 million in Q3 FY26
Gross profit of $1.3 million, up 86% from $0.7 million in Q3 FY26; cost of goods sold fell 2.8% to $6.9 million
Department of Commerce directive requires U.S. black mass sellers to allocate 100% of sales to U.S. persons, effective August 27, 2026; public comment period open until November 4, 2026
Company has submitted an exception request to BIS; there is no assurance it will be granted
RF Acquisition Corp II shareholders voted on August 19, 2026, at an extraordinary general meeting and approved the Business Combination Proposal, which covers the merger with NYB Holdings Limited and the amalgamation with Nanyang Biologics Pte. Ltd. Holders also submitted preliminary requests to redeem 3,956,323 shares for cash from the trust account, and the company says the closing may not occur and the final redemption figures cannot be determined until closing.
Business Combination Proposal: 6,765,584 votes for, 440,604 against, 0 abstentions, out of 7,206,188 shares present (86.36% of 8,343,765 shares entitled to vote)
Preliminary redemption requests for 3,956,323 RFAC ordinary shares, subject to withdrawal or reversal before closing
Closing remains subject to closing conditions and may not occur; final redemption amounts will be disclosed after closing
Other proposals, including the merger, Nasdaq issuance, incentive plan and adjournment, received the same vote counts
On August 20, 2026, James Hardie agreed to sell its European fiber gypsum and cement-bonded products business, including Fermacell, to a subsidiary of Holcim for €840 million, about $980 million. The company expects about $600 million of the proceeds to repay debt and has also authorized a $250 million share repurchase program. The sale is expected to close in the first half of 2027, and the company plans to wind down its European fiber cement operations, which are not included in the sale.
Buyer is Holcim Westbeteiligungs GmbH, a subsidiary of Holcim Ltd., with Holcim Ltd. as guarantor; price is €840 million, subject to net debt and working capital adjustments
About $600 million of proceeds is expected to repay debt, supporting a target of net leverage below 2.0x by September 30, 2027
Board authorized a share repurchase program of up to $250 million; the company is not obligated to buy any shares
Closing expected in the first half of calendar 2027, subject to antitrust approvals and employee consultations; the Purchaser may owe the Sellers a €15 million termination fee in certain circumstances
Abbott agreed to resolve the Gill lawsuit and necrotizing enterocolitis claims for about 2,000 other infants for an aggregate of approximately $670 million, instead of continuing its appeal or paying about $600 million on the Gill judgment plus interest. The company states the agreements are a compromise and not an admission of liability, but the payment is a sizable cost, and roughly 1,700 lawsuits involving about 12,700 infants remain pending.
Gill case: July 2024 Missouri jury verdict of $495 million, affirmed by the Missouri Court of Appeals in May 2026.
Settlement: aggregate amount of approximately $670 million covering the Gill case and claims for about 2,000 additional infants.
Alternative cited: paying approximately $600 million, the Gill judgment plus accrued interest to date.
Remaining litigation: roughly 1,700 lawsuits involving claims for about 12,700 individual infants.
Walmart reported second-quarter results for the three months ended July 31, 2026, with revenue of $187.9 billion, up 5.9%, and operating income up 28.8% to $9.4 billion. GAAP diluted earnings per share fell 9.1% to $0.80, a period that included $1.2 billion in other losses, while the company raised its fiscal 2027 adjusted EPS guidance to $2.80 to $2.87.
Q2 GAAP diluted EPS was $0.80, down from $0.88; adjusted EPS was $0.81 after excluding a $0.12 net loss on equity and other investments and a $0.11 net benefit from a tax matter.
Q2 operating income was $9.4 billion, up 28.8%, including the impact of tariff refunds received, partly offset by price investments.
FY27 adjusted EPS guidance is $2.80 to $2.87, up from $2.75 to $2.85 previously; net sales growth guidance is 4.0% to 5.0% in constant currency.
Q3 adjusted EPS is expected to be $0.62 to $0.64, with Q3 net sales growth of 3.0% to 3.75% in constant currency.
Coty reported fiscal fourth-quarter 2026 net revenues of $1,269.2 million, up 1% on a reported basis but down 1% like-for-like, with a reported net loss of $144.3 million versus $72.1 million a year earlier. For the full fiscal year, net revenues fell 2% to $5,806.6 million and the reported net loss was $618.0 million. For the first quarter of fiscal 2027, Coty guided to a like-for-like sales decline in the low- to mid-single digits and an adjusted EBITDA decline in the low teens, which points to weaker profit in the near term for shareholders.
Q4 net revenues of $1,269.2 million rose 1% reported and fell 1% like-for-like; reported operating loss was $42.7 million versus $15.5 million operating income a year earlier
Adjusted operating income fell to $39.5 million from $67.7 million, and adjusted EPS was a loss of $0.02 versus a $0.05 loss a year earlier
FY26 reported net loss was $618.0 million; operating cash flow was $537.8 million and free cash flow was $348.2 million
Q1 FY27 outlook: like-for-like revenue down low- to mid-single digits, adjusted EBITDA down low-teens, adjusted EPS of $0.11 to $0.13 per share, and first-half free cash flow above $300 million
Harte Hanks signed a definitive merger agreement under which Star Equity Holdings will acquire all outstanding Harte Hanks common stock for $5.00 per share, or $38.4 million in aggregate equity value. The Harte Hanks board unanimously approved the deal and recommends that shareholders vote in favor, and the transaction is expected to close within about 60 to 90 days, subject to shareholder approval and financing availability.
Each Harte Hanks share can be exchanged for $5.00 in cash, subject to a cap of 50% of total consideration (about $19.2 million), or 0.50 shares of Star Equity 10% Series A Cumulative Perpetual Preferred Stock (Nasdaq: STRRP) with a $10.00 p
The company describes the price as an approximately 100% premium to its unaffected share price.
A 30-day go-shop period allows Harte Hanks to solicit alternative proposals and expires at 11:59 p.m. Eastern Time on September 13, 2026.
Citizens Capital Markets & Advisory is lead financial advisor and Baker Botts LLP is legal advisor to Harte Hanks.
John B. Sanfilippo & Son reported fiscal 2026 fourth-quarter diluted EPS of $0.71, down 38.3%, even though net sales rose 4.2% to $280.4 million. Higher input and transportation costs, a $2.7 million recall-related cost and other factors weighed on gross profit, while full-year net sales rose 6.2% to $1.18 billion and full-year diluted EPS rose 4.6% to $5.26. The company also said CEO Jeffrey T. Sanfilippo will step down in October to become Executive Chairman, with his brother Jasper succeeding him as CEO.
Q4 net sales rose 4.2% to $280.4 million, but gross margin fell to 15.7% from 18.1% and diluted EPS fell 38.3% to $0.71.
Full-year net sales rose 6.2% to $1.18 billion and diluted EPS rose 4.6% to $5.26; sales volume fell 2.5%.
Annual dividend declared was raised 5.6% to $0.95 per share, plus a special dividend of $1.05 per share, both payable September 9, 2026.
Jeffrey T. Sanfilippo steps down as CEO in October; Jasper Sanfilippo will succeed him.
ZeroStack agreed on August 19, 2026 to issue 3,500,000 common shares and pre-funded warrants for up to 36,198,293 additional shares to two investors, Puple AI Inc. and Blockcat Pte. Ltd., in exchange for 925,925,926 MemeCore tokens valued at about $1 billion. Shares beyond a 19.99% cap will be issued as warrants that cannot be exercised until shareholders approve, and the company named Rudy Rong, a source of the tokens, as President. The deal adds a large number of potential shares, which would dilute existing shareholders, while the company says the share price represents a premium of more than twelve times its recent trading price.
Investors receive 3,500,000 shares plus pre-funded warrants for up to 36,198,293 more shares, valued at $25.19 per share or warrant.
MemeCore tokens were valued at $1.08 each as of August 14, 2026, for aggregate consideration of about $1 billion.
Warrant shares cannot be exercised until shareholder approval under Nasdaq Listing Rule 5635, and they carry a lock-up of up to ten years.
Rudy Rong was appointed President effective at closing, with a $500,000 annual base salary and severance of 24 months of base pay, or 30 months after a change in control.
Lowe's reported second-quarter 2026 net earnings of $2.4 billion and diluted EPS of $4.27, flat from a year earlier, while total sales rose to $26.0 billion from $24.0 billion. The company lowered the top end of its fiscal 2026 diluted EPS and comparable sales outlook, which matters to shareholders because the forecast now points to flat comparable sales and a narrower earnings range.
Q2 diluted EPS was $4.27, the same as the prior-year quarter; adjusted diluted EPS rose 1.6% to $4.40 from $4.33.
Q2 comparable sales rose 0.2%, and online sales grew 15.7%; total sales were $26.0 billion versus $24.0 billion.
Fiscal 2026 diluted EPS is now about $11.75 (previously $11.75 to $12.25); adjusted diluted EPS is about $12.25 (previously $12.25 to $12.75).
Q2 EPS included an $0.11 benefit from IEEPA tariff refunds, and $96 million in pre-tax acquisition-related expenses.
Marvell Technology entered a commercial agreement with Google on July 29, 2026, covering custom semiconductor products that attach to Google's TPU ecosystem. On August 18, 2026, Marvell issued Google a warrant to buy up to 58,970,907 shares at $206.58 per share, with most shares vesting as Google's purchases of custom products grow. For shareholders, the deal links a large customer relationship to potential share issuance that could dilute existing holders.
July 29, 2026: Marvell and Google signed a commercial agreement covering AI inference accelerators, storage controllers, network interface controllers, memory interface controllers and near-memory compute.
August 18, 2026: Marvell issued Google a warrant to purchase up to 58,970,907 shares of common stock at $206.58 per share, exercisable until August 18, 2033.
1,360,867 warrant shares vest in equal quarterly installments during the first year; the remaining shares vest in 240 tranches, one for each $500 million in Custom Products revenue from Google and its affiliates.
The warrant was issued under the Section 4(a)(2) registration exemption; Google has customary registration rights for the warrant shares.
JBS N.V. submitted a non-binding proposal to Pilgrim's Pride's board to acquire all PPC shares it does not already own, in exchange for 2.086 JBS Class A shares per PPC share. JBS owns about 82% of PPC, and the filing says there is no guarantee a binding agreement will be reached. For PPC minority shareholders, the proposal would replace their PPC shares with JBS shares and end PPC's public listing if completed.
Exchange ratio of 2.086 JBS Class A shares per PPC share, based on August 18, 2026 closing prices of $13.66 for JBS and $28.49 for PPC
JBS currently owns approximately 82% of PPC common stock
Proposal requires approval by a special committee of independent directors and a majority of votes cast by unaffiliated PPC shares; it is not binding
If completed, PPC shares would stop trading on Nasdaq and be deregistered
Liminatus Pharma said it will carry out a 1-for-50 reverse stock split of its common stock, effective August 20, 2026, so its shares can meet Nasdaq's $1.00 minimum bid price. The company remains listed under a Nasdaq Panel exception, but it must show a $1.00 closing bid for at least ten consecutive trading days by September 3, 2026, and the company says it cannot assure it will do so.
Reverse split ratio of 1-for-50, with split-adjusted trading under LIMN on The Nasdaq Capital Market expected at the market open on August 21, 2026
New CUSIP number 53271X 207; fractional shares will be rounded up to the nearest whole share, with no cash paid for fractions
Based on July 2, 2026 figures, outstanding shares would fall from 67,160,362 to approximately 1,343,208
Nasdaq Panel extended the deadline to demonstrate compliance with Listing Rule 5550(a)(2) to September 3, 2026
Mercury Systems reported fourth-quarter and fiscal 2026 results for the period ended July 3, 2026. Revenue grew, and bookings and backlog hit company records, but fourth-quarter GAAP net income fell to $1 million from $16 million a year earlier, and management said it is increasing its organic growth outlook without giving new figures.
Q4 fiscal 2026 revenue was $290 million, up from $273 million; bookings were $660 million, up 93.1%
Q4 GAAP diluted EPS was $0.01 versus $0.27 a year earlier; adjusted EBITDA was $49 million versus $51 million
Full-year revenue rose to $984 million from $912 million; GAAP net loss narrowed to $30 million ($0.50 per share) from $38 million
Backlog exceeded $1.9 billion, up 38.4% year over year; management said it is increasing its outlook for organic growth
On August 17, 2026, Cypherpunk agreed to buy mining equipment and hosting agreements from Moria Mining, LLC for $33,333,333, paid by issuing a pre-funded warrant to Winklevoss Treasury Investments, LLC (WTI) for 43,290,042 common shares. The deal adds Zcash mining capacity but also commits a large block of new shares to an affiliate of the seller, which shareholders should weigh against the expanded operations.
Purchase price is $33,333,333 for Z15 Pro mining machines with about 4.2 GSol/s of hashpower and related hosting agreements.
Payment is a pre-funded warrant for 43,290,042 shares at an exercise price of $0.001 per share; the company says this reflects a $0.77 per share common stock price.
Warrant exercise is capped at 19.99% beneficial ownership; the company will seek stockholder approval at its next annual meeting for issuance above 5,377,442 shares.
WTI, an affiliate of the seller, owns 19.9% of the company's stock and has appointed William McEvoy and Khing Oei to the board.
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.